X0306 4 2014-08-14 0 0000866970 LIGHTING SCIENCE GROUP CORP LSCG 0001032672 COGUT CRAIG M C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 0001259178 PEGASUS CAPITAL LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 0001535284 PCA LSG Holdings, LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB CT 06807 1 0 1 0 Series J Convertible Preferred Stock 0.95 2014-08-14 4 A 0 2000 A Common Stock 30157 I See Footnotes Common Stock Warrants (right to buy) 0.001 2014-08-14 4 A 0 2000 A 2014-08-14 Common Stock 2000 I See Footnotes Pursuant to a Series J Subscription Agreement by and between Lighting Science Group Corporation (the "Issuer") and PCA LSG Holdings, LLC ("PCA Holdings") dated August 14, 2014 (the "Series J Subscription Agreement"), PCA Holdings purchased 2,000 Series J Units for a purchase price of $1,000 per Series J Unit, with each Series J Unit consisting of one share of Series J Convertible Preferred Stock (the "Series J Preferred Stock") and a warrant to purchase 2,650 shares of the Issuer's common stock (the "Warrant"). Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of the Series J Convertible Preferred Stock (the "Series J COD"). (Continued from footnote 1) The Series J Preferred Stock has no expiration date. The Warrant has an exercise price of $0.001, subject to adjustment as set forth in the Warrant and may be exercised beginning on August 14, 2014. The Warrant expires at 11:59 p.m. Eastern Time on the earlier of: (i) August 14, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Warrant), or (iii) the date of any Change of Control (as defined in the Warrant). As a result of their relationship with directors of the Issuer, PCA Holdings and their affiliates have been recognized as directors by deputization of the Issuer, and a committee of non-employee directors of the Issuer's Board of Directors approved the Series J Subscription Agreement in advance of the acquisitions reported on this Form 4. Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 10,500 shares of Series J Preferred Stock and 2,000 Warrants directly held by PCA Holdings because Pegasus Capital, LLC ("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. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. In addition, Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 19,657 shares of Series J Preferred Stock directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners IV, L.P. ("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 from footnote 3) Pegasus Investors IV, L.P. ("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. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut and Pegasus Capital each disclaims beneficial ownership of the securities directly held by PCA Holdings except to the extent of their pecuniary interest therein and Mr. Cogut, Pegasus Capital, Pegasus Partners, Pegasus Investors and Pegasus GP each disclaims beneficial ownership of the securities directly held by Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such respective securities for purposes of Section 16 or any other purpose. Craig Cogut, as well as other representatives of the reporting persons, are directors of Lighting Science Group Corporation (the "Issuer"). 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 the Issuer. CRAIG COGUT, Name: Craig Cogut /s/ Craig Cogut 2014-08-18 PEGASUS CAPITAL, LLC, Name: Craig Cogut Title: President & Managing Member /s/ Craig Cogut 2014-08-18 PCA LSG HOLDINGS, LLC, By: Pegasus Capital, LLC, its managing member Name: Craig Cogut Title:President & Managing Member /s/ Craig Cogut 2014-08-18