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^*

ARDSLEY ADVISORY PARTNERS

(Last)

(First)

(Middle)

262 HARBOR DRIVE, 4TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2007

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

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)

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, $0.001 par value ("Common Stock")	11,666,665	I	See Footnotes⁽¹⁾⁽²⁾

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)

Explanation of Responses:

1. Ardsley Renewable Energy Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore") directly holds 121,662 shares of Common Stock and immediately exercisable warrants for an additional 304,155 shares of Common Stock. Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Ardsley Domestic") located at c/o Ardsley Partners I, 262 Harbor Drive, Stamford, Connecticut 06902, directly holds 3,211,671 shares of Common Stock and immediately exercisable warrants for an additional 8,029,177 shares of Common Stock.

2. Ardsley Advisory Partners, a New York general partnership ("Ardsley") serves as investment manager to, and has investment discretion over the securities held by Ardsley Offshore, and serves as investment adviser to Ardsley Domestic. Phillip J. Hempleman and Ardsley Partners I, a New York general partnership ("Ardsley Partners") serve as the general partners of Ardsley Domestic. Ardsley Partners also serves as the general partner of Ardsley. Philip J. Hempleman, Ardsley and Ardsley Partners each disclaim any beneficial ownership of any of the Issuer's securities to which this Form 3 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except as to such securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to Rule 16a-1(a)(2).

Remarks:

* Evidence of Power of Attorney was submitted with the Schedule 13G filed by Ardsley Advisory Partners on February 14, 2006 and is incorporated by reference herein.

	ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P., By: ARDSLEY PARTNERS I, GENERAL PARTNER; BY: /s/ Steve Napoli*, General Partner	05/02/2007
	ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD., BY: /s/ Steve Napoli, Director	05/02/2007
	ARDSLEY ADVISORY PARTNERS, By: ARDSLEY PARTNERS I, GENERAL PARTNER, BY; /s/ Steve Napoli*, General Partner	05/02/2007
	ARDSLEY PARTNERS I, BY: PHILIP J. HEMPLEMAN, GENERAL PARTNER, BY: /s/ Steve Napoli*, General Partner	05/02/2007
	PHILIP J. HEMPLEMAN, INDIVIDUALLY, BY: /s/ Steve Napoli* As attorney in fact for Philip J. Hempleman	05/02/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.