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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).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* RW LSG Holdings LLC (Last) (First) (Middle) 70 WILLOW ROAD, SUITE 100 (Street) MENLO PARK CA 94028 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/11/2015
	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

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 J Conv. Preferred Stock(1)	$0.95	09/11/2015		S			5,254	(2)	(2)	Common Stock	5,530,526	(1)	0	D(3)(4)
Common Stock Warrant (right to buy)(1)	$0.001	09/11/2015		S			13,923,100	01/03/2014	01/03/2019	Common Stock	13,923,100	(1)	0	D(3)(4)
Call Option (obligation to sell)(5)(6)(7)	(5)(6)(7)	09/11/2015		S			1	09/11/2015	03/27/2017	Common Stock(5)(6)(7)	60,587,402(8)	(5)(6)(7)	1	D(4)(5)(6)(7)(8)

1. Name and Address of Reporting Person* RW LSG Holdings LLC (Last) (First) (Middle) 70 WILLOW ROAD, SUITE 100 (Street) MENLO PARK CA 94028 (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* Riverwood Capital Partners L.P. (Last) (First) (Middle) 70 WILLOW ROAD SUITE 100 (Street) MENLO PARK CA 94025 (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* Riverwood Capital L.P. (Last) (First) (Middle) 70 WILLOW ROAD SUITE 100 (Street) MENLO PARK CA 94025 (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. RW LSG Holdings LLC ("RW LSGH") sold securities consisting of (i) 5,254 shares of the Issuer's Series J Convertible Preferred Stock, par value $0.001 per share (the "Series J Preferred Stock"), and (ii) warrants to purchase 13,923,100 shares of the Issuer's Common Stock, par value $0.001 per share (the "Common Stock"), for an aggregate sales price of $5,254,000, or a per unit price of $1,000 for each unit comprised of one share of Series J Preferred Stock and a warrant to purchase 2,650 shares of Common Stock.

2. 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 currently $0.95 and is subject to adjustment upon certain events. 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.

3. These securities are directly owned by RW LSGH.

4. Riverwood Capital Partners L.P. ("RCP") is the sole managing member of RW LSGH. Riverwood Capital L.P. ("RCLP") is the sole general partner of RCP. Riverwood Capital GP Ltd. ("RC Ltd.") is the sole general partner of RCLP. As a result of these relationships, each of RCP, RCLP and RC Ltd. may be deemed to be the indirect beneficial owner of the securities directly held by RW LSGH and RCLP and RC Ltd. may be deemed to be the indirect beneficial owner of any securities directly held by RCP. Each of RCP, RCLP and RC Ltd. disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

5. RW LSGH, RCP and LSG Management Holdings, LLC ("RW LSGM") granted LSGC HOLDINGS III LLC an option to acquire all, but not less than all, of A) the outstanding membership interests in RW LSGH from RCP and the other RW LSGH equityholders for an aggregate amount equal to $15,000,000, B) 554,221 shares of Common Stock held directly by RW LSGM for an aggregate price of $150,000 (subject to certain adjustments), or a per share price of $0.27, and C) warrants held by RW LSGM to purchase 12,664,760 shares of Common Stock at an exercise price of $0.001 per share for no additional consideration. Except for the shares of Common Stock described in clause B) above, RW LSGH's sole asset is 45,000 shares of the Issuer's Series H Convertible Preferred Stock, par value $0.001 per share (the "Series H Preferred Stock"), resulting in a price of $333.33 per share of Series H Preferred Stock.

6. (Continued from footnote 5) The Series H 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 currently $0.95 and is subject to adjustment upon certain events. 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. The warrants held by RW LSGM are exercisable in whole or in part at the option of the holder thereof at any time prior to May 25, 2022.

7. Consists of 47,368,421 shares of Common Stock based upon conversion of the Series H Preferred Stock described in footnote (4) hereto at the current conversion rate, 554,221 shares of Common Stock directly held by RW LSGM, and 12,664,760 shares of Common Stock based upon the exercise of the warrants described in footnote (4) hereto.

8. Riverwood Capital Management L.P. ("RCM LP") is the sole managing member of RW LSGM. Riverwood Capital Management Ltd. ("RCM Ltd.") is the sole general partner of RCM LP. As a result of these relationships, each of RCM LP and RCM Ltd. may be deemed to be the indirect beneficial owner of securities directly held by RW LSGM. Each of RCM LP and RCM Ltd. disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Mei Liang, Attorney-in-Fact by Michael E. Marks, as director of the general partner of the managing member of RW LSG Holdings LLC (see signatures of other Reporting Persons on the attached Exhibit 99.1)	09/15/2015
	** Signature of Reporting Person	Date
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