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 PARTNERS IV, 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) 12/22/2010
	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	12/22/2010		M(1)		39,800,874	A	(2)	78,617,333	D
Common Stock								29,172,496	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
Series D Preferred Stock	(2)	12/22/2010		M(1)			60,758,777	(1)	(1)	Common Stock	39,800,874	(2)	0	D

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 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 PARTNERS IV LP (Last) (First) (Middle) 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) 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) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer 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) 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) 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 CAPITAL LLC (Last) (First) (Middle) 99 RIVER ROAD (Street) COS COB CT 06807 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to the Stock Purchase, Exchange and Recapitalization Agreement by and among Lighting Science Group Corporation (the "Issuer"), LSGC Holdings LLC ("Holdings"), Pegasus Partners IV, L.P. ("Pegasus Partners") and LED Holdings, LLC ("LED") dated September 30, 2010 (the "Agreement"), 60,758,777 shares of Series D Preferred Stock of the Issuer were automatically converted to 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 amended the Certificate of Designation concerning the Issuer's Series D Preferred Stock (the "Certificate of Amendment"). The Certificate of Amendment became effective after it was filed with the Secretary of State of Delaware on December 22, 2010. The Certificate of Amendment was approved by a majority of the Issuer's stockholders.

2. The accrued liquidation value of the Series D Preferred Stock was calculated and those shares were converted to one share of the Issuer's common stock for each $1.60 of accrued liquidation value pursuant to the Agreement.

3. Pegasus Partners may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held by LED because Holdings may be deemed to have voting and dispositive power over such shares due to its membership interest in LED. Holdings disclaims beneficial ownership of the shares of the Issuer's common stock held by LED except to the extent of its indirect 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. Pegasus Partners may be deemed to indirectly beneficially own 78,617,333 shares of the Issuer's common stock held by Holdings because Pegasus Partners may be deemed to have voting and dispositive power over such shares due to its membership interest in Holdings. Pegasus Partners is the managing member of Holdings.....(continued on the next footnote)

4. (Continued from the last foot note)...Pegasus Investors IV, LP ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, LLC ("Pegasus GP") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital, LLC ("Pegasus Capital"). In addition, PP IV LED, LLC ("PP IV") and PP IV (AIV) LED, LLC ("PP IV (AIV)", and together with Pegasus Partners, Pegasus Investors, Pegasus GP and Pegasus Capital, 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 78,617,333 shares of the Issuer's common stock held by Holdings due to their membership interests in Holdings...(Continued on the next footnote)

5. (continued from the last footnote)...By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and power to direct the disposition of the 29,172,496 shares of the Issuer's common stock held by LED and the 78,617,333 shares of the Issuer's common stock held by Holdings. Each of PP IV, PP IV (AIV), Pegasus Partners, Pegasus Investors, Pegasus GP and Pegasus Capital 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 any of PP IV, PP IV (AIV), Pegasus Partners, Pegasus Investors, Pegasus GP or Pegasus Capital is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Remarks:

	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	12/27/2010
	Pegasus Partners IV, L.P. By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President	12/27/2010
	Pegasus Investors IV, L.P. By: Pegasus Investors GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President	12/27/2010
	Pegasus Investors IV GP, L.L.C. By: /s/ Richard Weinberg, Vice President	12/27/2010
	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 /s/ Richard Weinberg, Vice President	12/27/2010
	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 /s/ Richard Weinberg, Vice President	12/27/2010
	Pegasus Capital, LLC By: /s/ Craig Cogut, President & Managing Member	12/27/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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