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^*

COGUT CRAIG M

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2011

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)
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	12/09/2011		M⁽¹⁾⁽²⁾		136,950	A	⁽¹⁾⁽²⁾	171,161,044	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series G Preferred Stock	12/09/2011		M⁽¹⁾⁽²⁾		1,650	A	⁽¹⁾⁽²⁾	18,108	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Common Stock	12/16/2011		M⁽¹⁾⁽²⁾		539,500	A	⁽¹⁾⁽²⁾	171,700,544	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Series G Preferred Stock	12/16/2011		M⁽¹⁾⁽²⁾		6,500	A	⁽¹⁾⁽²⁾	24,608	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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	12/09/2011		M⁽¹⁾⁽²⁾			1,650	12/01/2011	12/31/2011	Units⁽¹⁾⁽²⁾	1,650	⁽¹⁾⁽²⁾	14,392⁽¹⁾⁽²⁾	I	See Footnote⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Option to purchase	$1,000	12/16/2011		M⁽¹⁾⁽²⁾			6,500	12/01/2011	12/31/2011	Units⁽¹⁾⁽²⁾	6,500	⁽¹⁾⁽²⁾	7,892⁽¹⁾⁽²⁾	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

COGUT CRAIG M

(Last)

(First)

(Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB

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 CAPITAL LLC

(Last)

(First)

(Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB

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^*

PCA LSG Holdings, LLC

(Last)

(First)

(Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P.

99 RIVER ROAD

(Street)

COS COB

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. Pursuant to the Series G Subscription Agreement (the "Series G Subscription Agreement") entered into on December 1, 2011, by and among Lighting Science Group Corporation (the "Issuer"), PCA LSG Holdings, LLC ("PCA Holdings"), Pegasus Partners IV, L.P. ("Pegasus Partners"), Ensemble Lights, LLC, Mark Kristoff, Alan Docter, Belfer Investment Partners L.P., Lime Partners, LLC and LSGC Holdings II LLC ("Holdings II"), on December 9, 2011, PCA Holdings partially exercised its option (the "Option") to purchase units (the "Series G Units") of the Issuer by electing to purchase 1,650 Series G Units of the Issuer consisting of: (a) one share of the Issuer's Series G Preferred Stock and (b) 83 shares of the Issuer's common stock at a purchase price of $1,000 per unit. The Issuer issued the 1,650 Series G Units to PCA Holdings on December 16, 2011. Also pursuant to the Series G Subscription Agreement, on December 16, 2011,(continued in Footnote 2)

2. Holdings II partially exercised the Option by electing to purchase 6,500 Series G Units of the Issuer. As a result of the exercise of the Option and purchase of Series G Units by PCA Holdings and Holdings II, the Option held by PCA Holdings, Pegasus Partners and Holdings II was reduced to an option to purchase 7,892 Series G Units. As a result of their relationship with directors of the Issuer, the reporting persons have been recognized as directors by deputization of the Issuer and the Issuer's Board of Directors approved the Series G Subscription Agreement before the parties entered into the Series G Subscription Agreement.

3. Pegasus Capital, LLC ("Pegasus Capital") may be deemed to indirectly beneficially own 966,950 shares of the Issuer's common stock, 11,650 shares of the Issuer's Series G Preferred Stock and an option to purchase 7,892 Series G Units held by PCA Holdings because Pegasus Capital may be deemed to have voting and dispositive power over such securities due to its membership interest in PCA Holdings. Pegasus Capital is the managing member of PCA Holdings. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own the securities of the Issuer held by PCA Holdings to which this report relates because of Mr. Cogut's relationship with Pegasus Capital. Pegasus Capital may be deemed to be directly or indirectly controlled by Mr. Cogut. (continued in Footnote 4)

4. Mr. Cogut also may be deemed to indirectly beneficially own 135,742,333 shares of the Issuer's common stock directly held by LSGC Holdings LLC ("Holdings") because of Mr. Cogut's relationship with Pegasus Partners, the managing member of Holdings. 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. Mr. Cogut also may be deemed to indirectly beneficially own 2,711,314 shares of the Issuer's common stock, 12,958 shares of Series G Preferred Stock and an option to purchase 7,892 Series G Units directly held by Holdings II because Pegasus Partners may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. (continued in Footnote 5)

5. In addition, Mr. Cogut may be deemed to indirectly beneficially own 2,969,697 shares of the Issuer's common stock and an option to purchase 7,892 Series G Units owned directly by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. In addition, Mr. Cogut may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held by LED Holdings, LLC ("LED") due to his relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. Pegasus Capital and Mr. Cogut disclaim beneficial ownership of the securities directly held by PCA Holdings, Holdings II, Pegasus Partners, Holdings and LED except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (continued in Footnote 6)

6. Mr. Cogut may be deemed to indirectly own 137,754 shares of the Issuer's common stock that represent payment of director fees paid by the Issuer to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors"). Pegasus Capital Advisors IV GP, LLC ("Pegasus Advisors GP") is the general partner of Pegasus Advisors and Mr. Cogut is the sole owner and managing member of Pegasus Advisors GP. Mr. Cogut disclaims beneficial ownership of the securities held by Pegasus Advisors except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

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.

	Name: Craig Cogut, Title: /s/ Craig Cogut	12/16/2011
	PCA LSG HOLDINGS, LLC, Name: Richard Weinberg, Title: Vice President /s/ Richard Weinberg	12/16/2011
	PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	12/16/2011
	** Signature of Reporting Person	Date
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