SEC FORM 4

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

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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^*

LSGC Holdings II LLC

(Last)

(First)

(Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2011		M⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		536,014	A	⁽¹⁾⁽²⁾	2,171,814	D
Series G Preferred Stock	12/01/2011		M⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		6,458	A	⁽¹⁾⁽²⁾	6,458	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase	$1,000	12/01/2011		A⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		28,500		12/01/2011	12/31/2011	Units⁽¹⁾⁽²⁾	28,500	⁽¹⁾⁽²⁾	28,500⁽¹⁾⁽²⁾	D
Option to purchase	$1,000	12/01/2011		M⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			6,458	12/01/2011	12/31/2011	Units⁽¹⁾⁽²⁾	6,458	⁽¹⁾⁽²⁾	16,042⁽¹⁾⁽²⁾	D

Explanation of Responses:

1. On December 1, 2011, Lighting Science Group Corporation (the "Issuer") entered into the Series G Unit Subscription Agreement (the "Series G Subscription Agreement") with PCA LSG Holdings, LLC ("PCA Holdings"), Pegasus Partners IV, L.P. ("Pegasus Partners", and together with PCA Holdings, the "Purchasers"), Ensemble Lights, LLC ("Ensemble Lights"), Mark Kristoff ("Mr. Kristoff"), Alan Docter ("Mr. Docter"), Belfer Investment Partners L.P. ("Belfer"), Lime Partners, LLC ("Lime) and LSGC Holdings II LLC ("Holdings II", and together with Ensemble Lights, Mr. Kristoff, Mr. Docter, Belfer and Lime, the "New Purchasers") pursuant to which the Issuer issued an option (the "Option") granting the right to purchase 28,500 units consisting of (a) one share of the Issuer's Series G Preferred Stock and (b) 83 shares of the Issuer's common stock (the "Units") at a purchase price of $1,000 per Unit to the Purchasers and Holdings II. (continued in Footnote 2)

2. In addition, pursuant to the Series G Subscription Agreement, the New Purchasers in the aggregate purchased 12,458 Units, with Holdings II partially exercising the Option by electing to purchase 6,458 Units. As a result of the purchases of Units by the New Purchasers, the Option held by the Purchasers and Holdings II was reduced to an option to purchase 16,042 Units. As a result of its relationship with directors of the Issuer, Holdings II has been recognized as a director by deputization of the Issuer and the Issuer's Board of Directors approved the Series G Subscription Agreement before the Issuer, PCA Holdings, Pegasus Partners and the New Purchasers entered into the Series G Subscription Agreement.

3. Pegasus Partners is the sole member of Holdings II. Pegasus Investors IV, LP ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus GP") 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. Pegasus Partners, Pegasus Investors, Pegasus GP, Pegasus Capital and Craig Cogut are filing Forms 4 seperately.

4. (con't from Footnote 3) Each of Pegasus Partners, Pegasus Investors, Pegasus GP, Pegasus Capital and Craig 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 Partners, Pegasus Investors, Pegasus GP, Pegasus Capital or Craig 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, LSGC Holdings II LLC is deemed a director by deputization by virtue of its representation on the Board of Directors of Lighting Science Group Corporation.

	LSGC HOLDINGS II LLC, Pegasus Partners IV, L.P., its sole member, Pegasus Investors IV, L.P., its general partner, Pegasus Investors IV GP, L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President /s/ Steven Wacaster	12/05/2011
	** Signature of Reporting Person	Date
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