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* LSGC Holdings LLC (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) 01/17/2012
	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	01/17/2012		S(1)(2)(3)(4)(5)(6)		120,000	D	(1)(2)(3)(4)(5)(6)	135,622,333	D
Common Stock								29,172,496	I	See Footnotes(7)(8)

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

1. Name and Address of Reporting Person* LSGC Holdings 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)

1. Name and Address of Reporting Person* PP IV LED, 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)

1. Name and Address of Reporting Person* PP IV (AIV) LED, 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 terms of the Series G Unit Subscription Agreement (the "Series G Subscription Agreement") dated 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 January 17, 2012, Pegasus Partners assigned a portion of its option (the "Option") to purchase the Issuer's Series G Units ("Series G Units") under the Series G Subscription Agreement to Continental Casualty Company ("CCC") and CCC executed a joinder to the Series G Subscription Agreement and partially exercised the Option by electing to purchase 5,000 Series G Units (the "Series G Unit Investment"). (continued in footnote 2)

2. (Continued from footnote 1) As a result of the assignment of the Option by Pegasus Partners and the purchase of Series G Units by CCC, the Option held by Pegasus Partners, PCA Holdings and Holdings II was reduced to an option to purchase 892 Series G Units. Each Series G Unit consists of: (a) one share of the Issuer's Series G Preferred Stock (the "Series G Preferred Stock") and (b) 83 shares of the Issuer's common stock. (continued in footnote 3)

3. (Continued from footnote 2)In consideration for the Series G Unit Investment and certain other mutual promises contained in a Letter Agreement dated January 17, 2012 ("the "Letter Agreement"), between CCC and LSGC Holdings LLC ("Holdings"), Holdings in the Letter Agreement agreed to amend the terms of the Class C Preferred Interests (the "Class C Preferred Interests") of Holdings issued by Holdings to CCC pursuant to the Binding Term Sheet dated May 13, 2011 (the "Binding Term Sheet") such that the dividend rate on the Class C Preferred Interests and the number of shares of the Issuer's common stock associated therewith are substantially the same as those of the Series G Preferred Stock. (continued in footnote 4)

4. (Continued from footnote 3) In order to make the number of shares of the Issuer's common stock associated with the Class C Preferred Interests substantially the same as the number of shares of the Issuer's common stock associated with the Series G Preferred Stock, Holdings agreed to accelerate the transfer to CCC of 281,250 shares of the Issuer's common stock due to CCC on May 26, 2012, and 281,250 shares of the Issuer's common stock due to CCC on May 26, 2013, and to transfer an additional 120,000 shares of the Issuer's common stock to CCC. (continued in footnote 5)

5. (Continued from footnote 4) In addition, pursuant to the Letter Agreement, if at any time on or prior to November 17, 2013, CCC exercises its rights pursuant to Section 8 of the Series G Subscription Agreement to convert all of its Series G Units into newly issued securities of the Issuer or if any amendments are made to the dividend rate of the Issuer's Series G Preferred Stock or the number of shares of the Issuer's common stock associated therewith (the "MFN Securities"), then Holdings shall amend the terms of the Class C Preferred Interests such that the dividend rate on the Class C Preferred Interests and the number of shares of common stock associated therewith are substantially the same as the MFN Securities. (continued in footnote 6)

6. (Continued from footnote 5) If upon the conversion of the Series G Units to MFN Securities, CCC is required to return to the Issuer some or all of the Issuer's common stock acquired as part of the purchase of Series G Units, then CCC will return to Holdings that same proportion of shares of the Issuer's common stock as part of the amendment to the terms of the Class C Preferred Interests.

7. Holdings may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held directly by LED Holdings, LLC ("LED") because Holdings may be deemed to have voting and dispositive power over such shares due to its membership interest in LED. PP IV LED, LLC ("PP IV") and PP IV (AIV) LED, LLC ("PP IV (AIV)," and together with Holdings and PP IV, the Reporting Persons) may be deemed to indirectly beneficially own the 29,172,496 shares of the Issuer's common stock held by LED and the 135,622,333 shares of the Issuer's common stock held by Holdings due to their membership interests in Holdings. (continued in footnote 8)

8. (Continued from footnote 7) Each of PP IV and PP IV (AIV) disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their respective indirect pecuniary interest therein, and this report shall not be deemed an admission that either of PP IV or PP IV (AIV) 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.

	LSGC HOLDINGS LLC, By: Pegasus Partners IV, L.P., its managing member, By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President /s/ Steven Wacaster	01/19/2012
	PP IV LED, LLC, By: Pegasus Partners IV, L.P., its sole member, By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Richard Weinberg, Title: Vice President /s/ Richard Weinberg	01/19/2012
	PP IV (AIV) LED, LLC, By: Pegasus Partners IV (AIV), L.P., its sole member, By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Richard Weinberg, Title: Vice President /s/ Richard Weinberg	01/19/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.