Please wait

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* 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) 09/11/2013
	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 Convertible Preferred Stock	$0.95	09/11/2013		A(1)(2)(3)		15,000		09/11/2013	(1)(2)(3)	Common Stock	(1)(2)(3)	$1,000	15,000	I	See Footnotes(4)(5)
Series I Convertible Preferred Stock	$1.18	09/11/2013		D(1)(2)(3)			33,893	05/25/2012	(1)(2)(3)	Common Stock	(1)(2)(3)	(1)(2)(3)	0	I	See Footnotes(4)(5)
Series I Convertible Preferred Stock	$0.95	09/11/2013		A(1)(2)(3)		33,893		09/11/2013	(1)(2)(3)	Common Stock	(1)(2)(3)	(1)(2)(3)	33,893	I	See Footnotes(4)(5)

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 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* PCA LSG Holdings, LLC (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)

Explanation of Responses:

1. On September 11, 2013, Lighting Science Group Corporation (the "Issuer"), PCA LSG Holdings, LLC ("PCA Holdings"), LSGC Holdings II LLC ("Holdings II") and RW LSG Holdings LLC entered into a Preferred Stock Subscription Agreement (the "Subscription Agreement") pursuant to which PCA Holdings purchased 2,500 shares of the Issuer's Series J Convertible Preferred Stock (the "Series J Preferred Stock") and Holdings II purchased 12,500 shares of the Issuer's Series J Preferred Stock for a purchase price of $1,000 per share. Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer's common stock at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Certificate of Designation of the Series J Preferred Stock. (Continued in footnote 2)

2. The Series J Preferred Stock has no expiration date. In connection with the Subscription Agreement, the Issuer agreed to amend the Certificate of Designation governing the Issuer's Series I Convertible Preferred Stock (the "Series I COD Amendments") to, among other amendments, reduce the conversion price of the Series I Convertible Preferred Stock (the "Series I Preferred Stock") from $1.18 per share to $0.95 per share, subject to certain anti-dilution adjustments described in the Certificate of Designation of the Series I Preferred Stock, as amended. The Series I Preferred Stock has no expiration date. By operation of the Series I COD Amendments, (Continued in footnote 3)

3. PCA Holdings may be deemed to have exchanged 18,316 shares of the Issuer's Series I Preferred Stock with a conversion price of $1.18 per share for 18,316 shares of the Issuer's Series I Preferred Stock with a conversion price of $0.95 per share and Holdings II may be deemed to have exchanged 15,577 shares of the Issuer's Series I Preferred Stock with a conversion price of $1.18 per share for 15,577 shares of the Issuer's Series I Preferred Stock with a conversion price of $0.95 per share. As a result of their relationship with directors of the Issuer, PCA Holdings, Holdings II and their affiliates have been recognized as directors by deputization of the Issuer and a committee of non-employee directors of the Issuer's Board of Directors approved the Subscription Agreement in advance of the parties entering into the Subscription Agreement and approved the Series I COD Amendments in advance of such amendments being filed with the State of Delaware.

4. Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own 2,500 shares of the Issuer's Series J Preferred Stock and 18,316 shares of the Issuer's Series I Preferred Stock directly held by PCA Holdings because Pegasus Capital, LLC ("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. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. In addition, Mr. Cogut also may be deemed to indirectly beneficially own 12,500 shares of the Issuer's Series J Preferred Stock and 15,577 shares of the Issuer's Series I Preferred Stock directly held by Holdings II because Pegasus Partners IV, L.P. (Continued in footnote 5)

5. ("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. 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. Pegasus Partners, Pegasus Investors, Pegasus GP and Holdings II are filing Forms 4 separately. Mr. Cogut and Pegasus Capital each disclaims beneficial ownership of the securities directly held by PCA Holdings and Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Cogut or Pegasus Capital is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

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	09/13/2013
	PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	09/13/2013
	PCA LSG HOLDINGS, LLC, By: Pegasus Capital, LLC, its managing member, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	09/13/2013
	** 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 4 (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.