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^*

Salty Samer

(Last)

(First)

(Middle)

100 BROMPTON ROAD

(Street)

LONDON

SW3 1ER

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2015

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

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

X	Director	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	230,901	I⁽¹⁾⁽²⁾	By Zouk Holdings Limited

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)
Series H Conv. Preferred Stock, par value $0.001 per share	⁽³⁾	⁽³⁾	Common Stock, par value $0.001 per share	21,960,000⁽⁴⁾	$0.95⁽⁵⁾	I⁽⁶⁾⁽⁷⁾	By Cleantech Europe II (A) LP
Series H Conv. Preferred Stock, par value $0.001 per share	⁽³⁾	⁽³⁾	Common Stock, par value $0.001 per share	3,829,473⁽⁴⁾	$0.95⁽⁵⁾	I⁽⁸⁾⁽⁹⁾	By Cleantech Europe II (B) LP
Series J Conv. Preferred Stock, par value $0.001 per share	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.001 per share	2,303,158⁽¹¹⁾	$0.95⁽¹²⁾	I⁽⁶⁾⁽⁷⁾	By Cleantech Europe II (A) LP
Series J Conv. Preferred Stock, par value $0.001 per share	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.001 per share	402,105⁽¹¹⁾	$0.95⁽¹²⁾	I⁽⁸⁾⁽⁹⁾	By Cleantech Europe II (B) LP
Common Stock Warrants (right to buy)	⁽¹³⁾	01/03/2019⁽¹³⁾	Common Stock, par value $0.001 per share	5,798,200	$0.001	I⁽⁶⁾⁽⁷⁾	By Cleantech Europe II (A) LP
Common Stock Warrants (right to buy)	⁽¹³⁾	01/03/2019⁽¹³⁾	Common Stock, par value $0.001 per share	1,012,300	$0.001	I⁽⁸⁾⁽⁹⁾	By Cleantech Europe II (B) LP

Explanation of Responses:

1. Between September 25, 2012 and February 10, 2014, Samer Salty ("Mr. Salty") served as a member of the Issuer's Board of Directors (the "Board") as a representative of Cleantech Europe II (A) LP and Cleantech Europe II (B) LP. As part of the non-employee directors compensation plan of the Issuer, the Issuer issued a total of 230,901 shares of restricted common stock in respect of Mr. Salty's Board service during his tenure. (Continued in Footnote 2)

2. Mr. Salty, however, was not entitled in his own right to any of the Issuer's securities issued as director compensation. All securities issued as director compensation in respect of Mr. Salty's Board service were accordingly issued directly to Zouk Holdings Limited ("ZHL"), a Jersey limited company. For United Kingdom regulatory reasons, ZHL has been designated as the entity to receive all director fees payable by the Issuer in respect of Mr. Salty's Board position. Mr. Salty may, however, be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Mr. Salty disclaims beneficial ownership of any of the Issuer's securities directly held by ZHL, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Salty is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

3. The Series H Convertible Preferred Stock, par value $0.001 per share (the "Series H Preferred Stock"), is convertible by the holder, at any time, into Common Stock, par value $0.001 per share ("Common Stock"), at a rate determined by dividing the stated per share value of $1,000 by the conversion price then in effect. The conversion price is presently $0.95 and is subject to adjustment upon certain events. Pursuant to the terms of the Series H Preferred Stock, no fractional shares of common stock will be issued upon conversion thereof. The Series H Preferred Stock may be redeemed for a liquidation preference under certain circumstances and is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. The Series H Preferred Stock has no expiration date.

4. As of the date of this filing, the Series H Preferred Stock held by Cleantech A and Cleantech B are convertible into these numbers of shares of Common Stock.

5. Subject to adjustment pursuant to the terms of the Series H Preferred Stock.

6. These securities are directly owned by Cleantech Europe II (A) LP ("Cleantech A"). As the sole general partner of Cleantech A, Cleantech II General Partner L.P. ("Cleantech GP LP") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As the sole general partner of Cleantech GP LP, Cleantech II General Partner Limited ("Cleantech GP") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As the investment advisor of Cleantech A, Zouk Capital LLP ("ZCL") may be deemed to be the indirect beneficial owner of such shares under Rule16a-1(a)(2) promulgated under the Exchange Act. (Continued in Footnote 7)

7. As the majority partner of ZCL and the sole shareholder of Cleantech GP, Zouk Ventures Ltd ("ZVL") may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As a member of the investment committee of Cleantech A, and as a director of Cleantech GP and ZVL, Mr. Salty may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Mr. Salty disclaims beneficial ownership of any of the Issuer's securities directly held by Cleantech A, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Salty is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

8. These securities are directly owned by Cleantech Europe II (B) LP ("Cleantech B"). As the sole general partner of Cleantech B, Cleantech GP LP may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As the sole general partner of Cleantech GP LP, Cleantech GP may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As the investment advisor of Cleantech B, ZCL may be deemed to be the indirect beneficial owner of such shares under Rule16a-1(a)(2) promulgated under the Exchange Act. (Continued in Footnote 9)

9. As the majority partner of ZCL and the sole shareholder of Cleantech GP, ZVL may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. As a member of the investment committee of Cleantech B, and as a director of Cleantech GP and ZVL, Mr. Salty may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Mr. Salty disclaims beneficial ownership of any of the Issuer's securities directly held by Cleantech B, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Salty is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

10. The Series J Convertible Preferred Stock, par value $0.001 per share (the "Series J Preferred Stock"), is convertible by the holder, at any time, into Common Stock at a rate determined by dividing the stated per share value of $1,000 by the conversion price then in effect. The conversion price is presently $0.95 and is subject to adjustment upon certain events. Pursuant to the terms of the Series J Preferred Stock, no fractional shares of common stock will be issued upon conversion thereof. The Series J Preferred Stock may be redeemed for a liquidation preference under certain circumstances and is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. The Series J Preferred Stock has no expiration date.

11. As of the date of this filing, the Series J Preferred Stock held by Cleantech A and Cleantech B are convertible into these numbers of shares of Common Stock.

12. Subject to adjustment pursuant to the terms of the Series J Preferred Stock.

13. Each Warrant is exercisable upon the earlier to occur of the amendment of the Issuer's Certificate of Incorporation to increase the number of authorized shares of the Issuer's common stock and the date immediately preceding a change of control of the Issuer. If unexercised, the Warrants expire on January 3, 2019.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Matthew P. Fisher, Attorney-in-Fact	04/02/2015
	** 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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