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 ADVISORS, L.P. 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) 12/16/2011
	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
Common Stock								2,969,697	D
Common Stock	12/16/2011		M(1)(2)		539,500	A	(1)(2)	167,626,143	I	See Footnote(3)(4)(5)
Series G Preferred Stock	12/16/2011		M(1)(2)		6,500	A	(1)(2)	12,958	I	See Footnote(3)(4)(5)

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	12/16/2011		M(1)(2)(3)(4)(5)			6,500	12/01/2011	12/31/2011	Units(1)(2)	6,500	(1)(2)	7,892(1)(2)	D

1. Name and Address of Reporting Person* PEGASUS PARTNERS IV LP (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, L.P. 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 ADVISORS, L.P. 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 ADVISORS, L.P. 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. 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 16, 2011, Holdings II partially exercised its option (the "Option") to purchase units (the "Series G Units") of the Issuer by electing to purchase 6,500 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. (continued in Footnote 2)

2. (continued from Footnote 1) In addition, on December 9, 2011, PCA Holdings partially exercised the Option by electing to purchase 1,650 Series G Units of the Issuer. As a result of the exercise of the Option and purchase of Series G Units by Holdings II and PCA Holdings, the Option held by the 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 (as defined below) 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 Partners may be deemed to indirectly beneficially own the 2,711,314 shares of the Issuer's common stock, the 12,958 shares of Series G Preferred Stock and an option to purchase 7,892 Series G Units directly held by Holdings II because of Pegasus Partners' relationship with Holdings II. Pegasus Partners is the sole member of Holdings II. In addition, Pegasus Partners 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 Pegasus Partners' relationship with Holdings. Pegasus Partners is the managing member of Holdings. (continued in Footnote 4)

4. (continued from Footnote 3) Pegasus Partners also may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held directly by LED Holdings, LLC ("LED") due to Pegasus Partners' relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. Pegasus Investors IV, LP ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("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"). (continued in Footnote 5)

5. (continued from Footnote 4) 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. Each of the Reporting Persons, 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 the Reporting Persons, Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or for 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.

	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	12/16/2011
	PEGASUS INVESTORS IV, L.P., Pegasus Investors IV GP, L.L.C. its general partner, Name: Richard Weinberg, Title: Vice President /s/ Richard Weinberg	12/16/2011
	PEGASUS INVESTORS IV GP, L.L.C., Name: Richard Weinberg, Title: Vice President /s/ Richard Weinberg	12/16/2011
	** Signature of Reporting Person	Date
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