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^*

LED Holdings, LLC

(Last)

(First)

(Middle)

11390 SUNRISE GOLD CIRCLE #800

(Street)

RANCHO CORDOVA

95742

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2007

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

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

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)

	Form filed by One Reporting Person
X	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	318,574,664	D⁽¹⁾

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 B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	2,000,000	$0.28	D⁽²⁾

1. Name and Address of Reporting Person^*

LED Holdings, LLC

(Last)

(First)

(Middle)

11390 SUNRISE GOLD CIRCLE #800

(Street)

RANCHO CORDOVA

95742

(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^*

KELSON RICHARD B

(Last)

(First)

(Middle)

MEADWESTVACO CORPORATION

ONE HIGH RIDGE PARK

(Street)

STAMFORD

06905

(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^*

Furry Kevin

(Last)

(First)

(Middle)

100 MEADOW LAKES COURT

(Street)

FOLSOM

95630

(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

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 (AIV) LED, LLC

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

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. Represents the purchase of 318,574,664 shares of Common Stock by LED Holdings, LLC ("LEDH"). PP IV (AIV) LED, LLC ("PPAIV"), PP IV LED, LLC ("PPLED"), Richard Kelson ("Mr. Kelson") and LED Effects, Inc. ("LED", together with PPAIV, PPLED, Mr. Kelson, the "LEDH Members") do not directly own any of the Common Stock but share voting and dispositive power over the Common Stock only as members of LEDH and by virtue of such status may be deemed to be the beneficial owner of the Common Stock held by LEDH. The LEDH Members disclaim beneficial ownership of the Common Stock held by LEDH, except to the extent of any pecuniary interest, and this statement shall not be deemed to be an admission that they are the beneficial owners of such securities.

2. Represents the purchase of 2,000,000 shares of Series B Preferred Stock by LEDH. The LEDH Members do not directly own any of the Series B Preferred Stock but share voting and dispositive power over the Series B Preferred Stock only as members of LEDH and by virtue of such status may be deemed to be the beneficial owner of the Series B Preferred Stock held by LEDH. The LEDH Members disclaim beneficial ownership of the Series B Preferred Stock held by LEDH, except to the extent of any pecuniary interest, and this statement shall not be deemed to be an admission that they are the beneficial owners of such securities.

3. N/A

	/s/ Govi Rao, President & CEO, LED Holdings, LLC	10/04/2007
	/s/ Steven Wacaster, Vice President, PP IV (AIV) LED, LLC	10/04/2007
	/s/ Steven Wacaster, Vice President, PP IV LED, LLC	10/04/2007
	/s/ Richard Kelson	10/04/2007
	/s/ Kevin Furry, President, LED Effects, Inc.	10/04/2007
	** Signature of Reporting Person	Date
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