SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PEGASUS PARTNERS IV LP (Last) (First) (Middle) C/O PEGASUS CAPITAL, LLC 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/17/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to purchase	$1,000	11/17/2011		A(1)(2)(3)(4)		28,500(1)(2)		11/17/2011	12/31/2011	Units	28,500	(1)(2)	28,500(1)(2)	D

1. Name and Address of Reporting Person* PEGASUS PARTNERS IV LP (Last) (First) (Middle) C/O PEGASUS CAPITAL, LLC 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pegasus Investors IV, L.P. (Last) (First) (Middle) C/O PEGASUS CAPITAL, LLC 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Pegasus Investors IV GP, LLC (Last) (First) (Middle) C/O PEGASUS CAPITAL, LLC 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On November 17, 2011, Lighting Science Group Corporation (the "Issuer") entered into a Subscription Agreement (the "Subscription Agreement") with PCA LSG Holdings, LLC ("PCA Holdings") and Pegasus Partners IV, L.P. ("Pegasus Partners" and together with PCA Holdings, the "Purchasers") pursuant to which the Issuer granted the Purchasers an option (the "Option") to purchase, in the aggregate, up to 40,000 units (the "Units") of the Issuer's securities at a purchase price of $1,000 per Unit, with each Unit consisting of: (a) one share of the Issuer's Series F Preferred Stock and (b) 83 shares of the Issuer's common stock. On November 17, 2011, as part of the Subscription Agreement, PCA Holdings partially exercised the Option by electing to purchase 10,000 of the Issuer's Units.

2. (continued from Footnote 1) Also on November 17, 2011, in accordance with the terms of the Subscription Agreement, PCA Holdings assigned a portion of its right to an additional investor (the "Additional Investor") for no consideration to join the Subscription Agreement and that Additional Investor executed a joinder to the Subscription Agreement and partially exercised the Option by electing to purchase 1,500 of the Issuer's Units. PCA Holdings' and the Additional Investor's partial exercise of the Option reduced the Option held by each of the Purchasers to an Option to purchase 28,500 Units of the Issuer. As a result of their relationship with directors of the Issuer, the Reporting Persons (as defined below) have been recognized as directors by deputization of the Issuer and the Issuer's Committee of Independent Directors approved the Subscription Agreement before the Issuer, PCA Holdings and Pegasus Partners entered into the Subscription Agreement.

3. Pegasus Investors IV, LP ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, LLC ("Pegasus GP" and together with Pegasus Partners and Pegasus Investors, the "Reporting Persons") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). Pegasus Capital may be deemed to be directly or indirectly controlled by Craig Cogut ("Mr. Cogut"). Pegasus Capital and Mr. Cogut are filing Forms 4 separately. By virtue of the foregoing, the Reporting Persons, Pegasus Capital and Mr. Cogut may be deemed to share voting power and power to direct the disposition of the Issuer's securities to which this report relates.

4. (continued from Footnote 3) Each of Pegasus Investors, Pegasus GP, Pegasus Capital and Mr. Cogut disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Investors, Pegasus GP, Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization by virtue of their representation on the Board of Directors of Lighting Science Group Corporation.

	PEGASUS PARTNERS IV, L.P., Pegasus Investors IV, L.P., its general partner, Pegasus Investors IV GP, L.L.C., its general partner, Name: Richard Weinberg, Title: Vice President, /s/ Richard Weinberg	11/22/2011
	PEGASUS INVESTORS IV, L.P., Pegasus Investors IV GP, L.L.C., its general partner, Name: Richard Weinberg, Title: Vice President, /s/ Richard Weinberg	11/22/2011
	PEGASUS INVESTORS IV GP, L.L.C., Name: Richard Weinberg, Title: Vice President, /s/ Richard Weinberg	11/22/2011
	** Signature of Reporting Person	Date
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