SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LSGC Holdings LLC

(Last)

(First)

(Middle)

C/O PEGASUS PARTNERS IV, L.P.

99 RIVER ROAD

(Street)

COS COB

06807

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/30/2010

3. Issuer Name and Ticker or Trading Symbol
LIGHTING SCIENCE GROUP CORP [ LSCG.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	35,691,459⁽¹⁾⁽²⁾	D
Common Stock	29,172,496⁽³⁾	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (option to purchase)	⁽⁴⁾	07/25/2013	Common Stock	942,857⁽⁵⁾	$7	D
Series D Preferred Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	39,800,874⁽¹⁾⁽²⁾	$1.6	D
Warrant (option to purchase)	⁽⁴⁾	⁽⁶⁾	Common Stock	60,758,777⁽⁷⁾	$5.91	D
Option to Purchase	⁽⁸⁾	⁽⁹⁾	Common Stock	3,125,000⁽¹⁾⁽²⁾	$1.6	D

Explanation of Responses:

1. LSGC Holdings LLC ("Holdings") received 23,191,459 shares of the common stock of Lighting Science Group Corporation (the "Issuer") as a capital contribution from Pegasus Partners IV, L.P. ("Pegasus") pursuant to the Contribution Agreement dated September 30, 2010 by and between Holdings and Pegasus (the "Contribution Agreement"). In addition, Holdings received 60,758,777 Series D Units, consisting of 60,758,777 shares of Series D Preferred Stock of the Issuer and warrants to purchase 60,758,777 shares of common stock of the Issuer as a capital contribution from Pegasus pursuant to the Contribution Agreement. The 60,758,777 shares of Series D Preferred Stock of the Issuer will be automatically converted into 39,800,874 shares of common stock of the Issuer upon the effectiveness of a Certificate of Amendment to the Issuer's Certificate of Incorporation that will amend the Certificate of Designation concerning the...(Continued onto next footnote)

2. (continued from previous footnote)...Issuer's Series D Preferred Stock (the "Certificate of Amendment"). The Certificate of Amendment will become effective after it is filed with the Secretary of State of Delaware. The Certificate of Amendment has been approved by a majority of the Issuer's stockholders and the Issuer expects to file the Certificate of Amendment approximately 20 days after it mails an information statement concerning the Certificate of Amendment to stockholders. In exchange for the securities discussed above and a capital contribution of $18,850,000, Pegasus received membership interests in Holdings of $122,503,108. On September 30, 2010, the Issuer issued to Holdings 12,500,000 shares of the Issuer's common stock at a purchase price of $1.60 per share for an aggregate purchase price of $20,000,000. Holdings also received an option to purchase up to an additional 3,125,000 shares of the Issuer's common stock at a price per share of $1.60.

3. Holdings may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock directly held by LED Holdings, LLC ("LED Holdings") because Holdings may be deemed to have voting and dispositive power over such shares as a member of LED Holdings. Holdings disclaims beneficial ownership of the shares directly held by LED Holdings except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Holdings is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

4. Warrant is immediately exercisable.

5. Holdings received warrants to purchase 942,857 shares of the Issuer's common stock as a capital contribution from Pegasus pursuant to the Contribution Agreement.

6. Warrant expires on the twelfth anniversary of the original issuance date.

7. As discussed in Footnote 1 above, Holdings received 60,758,777 Series D Units, consisting of 60,758,777 shares of Series D Preferred Stock of the Issuer and warrants to purchase 60,758,777 shares of common stock of the Issuer as a capital contribution from Pegasus pursuant to the Contribution Agreement.

8. Option is immediately exercisable.

9. Options expire upon the earlier of: (a) the closing of a revolving credit facility that would provide the Issuer with at least $15,000,000 total borrowing capacity or (b) December 31, 2010.

Remarks:

	LSGC Holdings LLC By: Pegasus Partners IV, L.P., its managing member By: Pegaus 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	11/04/2010
	** Signature of Reporting Person	Date
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