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* COGUT CRAIG M (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, 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) 03/28/2012
	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	03/28/2012		A(1)		166,000	A	(1)	171,912,544	I	See Footnote(2)(3)(4)(5)
Series G Preferred Stock	03/28/2012		A(1)		2,000	A	(1)	28,608	I	See Footnote(2)(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
Call option (right to buy)	(6)(7)	03/28/2012		J(6)(7)			2,000(6)(7)	12/19/2011(6)(7)	05/17/2012(6)(7)	Units(6)(7)	2,000(6)(7)	(6)(7)	0	I	See Footnotes(2)(3)(4)(5)(6)(7)

1. Name and Address of Reporting Person* COGUT CRAIG M (Last) (First) (Middle) C/O PEGASUS CAPITAL ADVISORS, 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 CAPITAL LLC (Last) (First) (Middle) C/O PEAGASUS PARTNERS II LP 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* PCA LSG Holdings, LLC (Last) (First) (Middle) C/O PEAGASUS CAPITAL, LLC 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)

Explanation of Responses:

1. Pursuant to the terms of the Series G Unit Subscription Agreement (the "Series G Subscription Agreement") dated March 28, 2012, by and between Lighting Science Group Corporation (the "Issuer") and PCA LSG Holdings, LLC ("PCA Holdings"), PCA Holdings purchased 2,000 Series G Units of the Issuer (the "Series G Units") for a purchase price of $1,000 per Series G Unit. Each Series G Unit consists of: (a) one share of the Issuer's Series G Preferred Stock (the "Series G Preferred Stock") and (b) 83 shares of the Issuer's common stock. As a result of their relationship with directors of the Issuer, the reporting persons have been recognized as directors by deputization of the Issuer and the Independent Committee of the Issuer's Board of Directors approved the Series G Subscription Agreement before the Issuer and PCA Holdings entered into the Series G Subscription Agreement.

2. Pegasus Capital, LLC ("Pegasus Capital") may be deemed to indirectly beneficially own 1,298,950 shares of the Issuer's common stock, 15,650 shares of Series G Preferred Stock and an option to purchase 642 Series G Units held by PCA Holdings because Pegasus Capital may be deemed to have voting and dispositive power over such securities due to its membership interest in PCA Holdings. Pegasus Capital is the managing member of PCA Holdings. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own the securities of the Issuer held by PCA Holdings because of Mr. Cogut's relationship with Pegasus Capital. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. (Continued on Footnote 3)

3. Mr. Cogut may be deemed to indirectly beneficially own 135,622,333 shares of the Issuer's common stock directly held by LSGC Holdings LLC ("Holdings") because of Mr. Cogut's relationship with Pegasus Partners IV, L.P. ("Pegasus Partners"), the managing member of Holdings. Pegasus Investors IV, L.P. ("Pegasus Investors") is the general partner of Pegasus Partners and Pegasus Investors IV GP, L.L.C. ("Pegasus GP") is the general partner of Pegasus Investors. Pegasus GP is wholly owned by Pegasus Capital. Mr. Cogut also may be deemed to indirectly beneficially own 2,711,314 shares of the Issuer's common stock, 12,958 shares of Series G Preferred Stock and an option to purchase 642 Series G Units directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. (Continued on Footnote 4)

4. In addition, Mr. Cogut may be deemed to indirectly beneficially own 2,969,697 shares of the Issuer's common stock and an option to purchase 642 Series G Units owned directly by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. Mr. Cogut also may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held by LED Holdings, LLC ("LED") due to his relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. Pegasus Capital and Mr. Cogut disclaim beneficial ownership of the securities directly held by PCA Holdings, Holdings, Holdings II, Pegasus Partners and LED except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (Continued on Footnote 5)

5. Mr. Cogut may be deemed to indirectly beneficially own 137,754 shares of the Issuer's common stock that represent payment of director fees paid by the Issuer to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors"). Pegasus Capital Advisors IV GP, LLC ("Pegasus Advisors GP") is the general partner of Pegasus Advisors and Mr. Cogut is the sole owner and managing member of Pegasus Advisors GP. Mr. Cogut disclaims beneficial ownership of the securities held by Pegasus Advisors except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. As previously reported, in connection with the Series F Subscription Agreement dated November 17, 2011, by and among the Issuer, PCA Holdings and Pegasus Partners and the Series G Unit Subscription Agreement dated December 1, 2011, by and among the Issuer, PCA Holdings, Pegasus Partners, Ensemble Lights, LLC, Mark Kristoff, Alan Docter, Belfer Investment Partners L.P., Lime Partners, LLC and Holdings II, on December 19, 2011, for no consideration, PCA Holdings, (Continued on Footnote 7)

7. Pegasus Partners, Pegasus Investors, Pegasus Capital Partners IV, L.P. and Pegasus Partners IV (OA), LP entered into a Participation Agreement under which for no consideration PCA Holdings agreed that at any time on or prior to May 17, 2012, each limited partner of Pegasus Partners may elect to purchase some or all of its pro rata share of all Series G Units purchased by PCA Holdings based on such limited partner's capital commitment to Pegasus Partners relative to the total capital commitments of all limited partners of Pegasus Partners.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of Lighting Science Group Corporation.

	Craig Cogut /s/ Craig Cogut	03/30/2012
	PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	03/30/2012
	PCA LSG HOLDINGS, LLC, By: Pegasus Capital, LLC, its managing member, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	03/30/2012
	** Signature of Reporting Person	Date
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