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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* RW LSG Holdings LLC (Last) (First) (Middle) 70 WILLOW ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2012	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 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series H Conv. Preferred Stock, par value $0.001 per share(1)(2)	05/25/2012	(3)	Common Stock, par value $0.001 per share	43,372,881(4)	$1.18(5)	D(6)

1. Name and Address of Reporting Person* RW LSG Holdings LLC (Last) (First) (Middle) 70 WILLOW ROAD, SUITE 100 (Street) MENLO PARK CA 94025 (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* 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)

1. Name and Address of Reporting Person* Riverwood Capital GP Ltd. (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. This Form 3 is filed on behalf of a group consisting of RW LSG Holdings LLC ("RW LSGH"), Riverwood Capital Partners L.P. ("RCP"), Riverwood Capital L.P. ("RCLP") and Riverwood Capital GP Ltd. ("RC Ltd."). RCP is the sole managing member of RW LSGH. RCLP is the sole general partner of RCP. RC Ltd. is the sole general partner of RCLP. Thomas J. Smach, a Director and the Chief Financial Officer of RC Ltd., and Nicholas Brathwaite, a Managing Director of RC Ltd., who are filing Forms 3 separately, each serve on the board of directors of Lighting Science Group Corporation as representatives of RW LSGH.

2. As the sole managing member of RW LSGH, RCP 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 RCP, RCLP 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 RCLP, RC Ltd. may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of RCP, RCLP and RC Ltd. disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest.

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 initially $1.18 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.

4. This is the number of shares of Common Stock initially issuable upon conversion of the Series H Preferred Stock.

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

6. These securities are directly owned by RW LSGH. RCP, RCLP and RC Ltd. may be deemed to have indirect beneficial ownership of these shares. See Footnotes 1 and 2.

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)	06/04/2012
	** 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).
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