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* HARKLEROAD DONALD R (Last) (First) (Middle) 6801 GOVERNORS LAKE PARKWAY SUITE 100 (Street) NORCROSS GA 30071 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSGP ]	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) 11/20/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/20/2006		P		2,528(1)	A	$0.3	2,140,493(2)	I	The Bristol Company

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

Explanation of Responses:

1. On November 20, 2006, the issuer issued 2,528 shares of common stock in lieu of cash to The Bristol Company in payment of the quarterly dividend on the 6% Convertible Preferred Stock of the issuer.

2. Includes (i) 100,000 shares issuable by the issuer to The Bristol Company ("Bristol") pursuant to the conversion of 6% Convertible Preferred Stock of the issuer; (ii) 46,876 shares issuable to Bristol pursuant to the exercise of warrants at a price of $0.30 per share; (iii) 46,000 shares issuable to Bristol pursuant to the exercise of warrants at a price of $1.50 per share; (iv) 150,000 shares issuable to Bristol pursuant to the exercise of options at $0.87 per share (two-thirds of which are vested and one-third of which will vest on 9/19/2007); (v) 50,000 shares issuable to Bristol pursuant to the exercise of options at $0.53 per share (one-third of which are vested, one-third of which will vest on 10/31/06, and one-third of which will vest on 10/31/07); and (vi) 800,000 shares issuable to Bristol pursuant to the exercise of options at $0.32 per share (one third of which are vested, one-third of which will vest on 2/20/07, and one-third of which will vest on 2/20/08).

	Donald R. Harkleroad	11/22/2006
	** 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).
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