SEC FORM 4

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^*

PP IV LED, LLC

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

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)
09/30/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2010		J⁽¹⁾		11,160,429	A	$1.6	29,172,496	I	See Footnote⁽²⁾
Common Stock	09/30/2010		J⁽³⁾⁽⁴⁾		29,172,496	D	⁽⁵⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	09/30/2010		J⁽³⁾⁽⁴⁾		64,863,955	A	⁽⁵⁾	64,863,955	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	10/05/2010		M⁽³⁾⁽⁴⁾		3,125,000	A	$1.6	67,988,955	I	See Footnotes⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	$0.28	09/30/2010		J⁽¹⁾			2,000,000	⁽⁶⁾	⁽⁶⁾	Common Stock	11,160,429⁽¹⁾	⁽⁷⁾	0	I	See Footnote⁽²⁾
Series D Preferred Stock	$1.6	09/30/2010		J⁽⁸⁾⁽⁹⁾		60,758,777		⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Common Stock	39,800,874⁽⁸⁾⁽⁹⁾	⁽⁷⁾	60,758,777	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant (option to purchase)	$5.91	09/30/2010		J⁽⁸⁾⁽⁹⁾		60,758,777		⁽¹⁰⁾	⁽¹¹⁾	Common Stock	60,758,777⁽⁸⁾⁽⁹⁾	⁽¹²⁾	60,758,777	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant (option to purchase)	$7	09/30/2010		J⁽¹³⁾		942,857		⁽¹⁰⁾	07/25/2013	Common Stock	942,857	⁽¹⁴⁾	942,857	I	See Footnotes⁽³⁾⁽⁴⁾
Option to Purchase	$1.6	09/30/2010		J⁽³⁾⁽⁴⁾		3,125,000⁽¹⁵⁾		⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	3,125,000	⁽¹⁸⁾	3,125,000⁽¹⁵⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Option to Purchase	$1.6	10/05/2010		M⁽³⁾⁽⁴⁾			3,125,000⁽¹⁵⁾	⁽¹⁶⁾	⁽¹⁷⁾	Common Stock	3,125,000	⁽¹⁸⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

PP IV LED, LLC

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

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^*

PP IV (AIV) LED, LLC

(Last)

(First)

(Middle)

99 RIVER ROAD

(Street)

COS COB

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. LED Holdings, LLC ("LED") exchanged 2,000,000 shares of Lighting Science Group Corporation's (the "Issuer") Series B Preferred Shares for 11,160,429 shares of the Issuer's common stock during a recapitalization of the Issuer's capital stock exempt under Rule 16b-7 pursuant to that Stock Purchase, Exchange and Recapitalization Agreement by and among the Issuer, LSGC Holdings LLC ("Holdings"), Pegasus Partners IV, L.P. ("Pegasus Partners") and LED dated September 30, 2010 (the "Agreement").

2. PP IV LED, LLC and PP IV (AIV) LED, LLC (the "Reporting Persons") may have been deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held by LED because the Reporting Persons may have been deemed to have voting and dispositive power over such shares due to their membership interests in LED.

3. As a result of an internal reorganization of entities that may be deemed to be controlled by Pegasus Partners and Craig Cogut ("Mr. Cogut"), the Reporting Persons contributed their membership interests in LED as a capital contribution to Holdings and received equivalently valued membership interests in Holdings. This capital contribution merely shifted indirect beneficial ownership of shares of common stock of the Issuer and the ultimate beneficial ownership that may be attributable to Pegasus Partners and Mr. Cogut remains the same. (continued onto next footnote)

4. (continued from previous footnote) The Reporting Persons indirectly beneficially owned 29,172,496 shares of the common stock of the Issuer as a result of their membership interests in LED and now indirectly beneficially own 67,988,955 shares of the common stock of the Issuer due to their membership interests in Holdings. On October 5, 2010, Holdings excercised an option to purchase 3,125,000 shares of Issuer's common stock at a purchase price of $1.60 per share for an aggregate purchase price of $5,000,000.

5. The interests that the Reporting Persons received in Holdings were an equivalent dollar amount to the initial investments in LED made by the Reporting Persons.

6. The Series B Preferred Stock, after issuance, may be converted at any time and from time to time.

7. The accrued liquidation value of the Series B Preferred Stock was calculated and those shares were exchanged for one share of the Issuer's common stock for each $1.60 of accrued liquidation value pursuant to the Agreement. The Series D Preferred Stock will be automatically converted to shares of the Issuer's common stock on the same basis.

8. Holdings received 60,758,777 Series D Units, consisting of 60,758,777 shares of Series D Preferred Stock of the Issuer and warrants to purchase 60,758,777 shares of common stock of the Issuer as a capital contribution from Pegasus Partners pursuant to that Contribution Agreement dated September 30, 2010 by and between Holdings and Pegasus Partners (the "Contribution Agreement"). The 60,758,777 shares of Series D Preferred Stock of the Issuer will be automatically converted into 39,800,874 shares of common stock of the Issuer upon the effectiveness of a Certificate of Amendment to the Issuer's Certificate of Incorporation that will amend the Certificate of Designation concerning the Issuer's Series D Preferred Stock (the "Certificate of Amendment")...(continued onto next footnote)

9. (continued from previous)...The Certificate of Amendment will become effective after it is filed with the Secretary of State of Delaware. The Certificate of Amendment has been approved by a majority of the Issuer's stockholders and the Issuer expects to file the Certificate of Amendment approximately 20 days after it mails an information statement concerning the Certificate of Amendment to stockholders.

10. Warrant is immediately exercisable.

11. Warrant expires on the twelfth anniversary of the original issuance date.

12. Pegasus Partners' capital contribution to Holdings was credited at the amount of the original purchase price for the Series D Units, which included Series D Warrants, at $1.006 per unit.

13. Pegasus Partners contributed warrants to purchase 942,857 shares of the Issuer's common stock as a capital contribution to Holdings pursuant to the Contribution Agreement.

14. Warrants were transferred for no consideration.

15. The option represented the right to purchase up to 3,125,000 shares of the Issuer's common stock at a price of $1.60 per share.

16. Option is immediately exercisable.

17. Option expired upon the earlier of: (a) the closing of a revolving credit facility that would provide the Issuer with at least $15,000,000 total borrowing capacity or (b) December 31, 2010.

18. The option did not have a price assigned to it but rather was characterized as a follow-on invesment to Holdings' purchase of shares of the Issuer on September 30, 2010, that Holdings had the right to make.

Remarks:

	PP IV LED, LLC By: Pegasus Partners IV, L.P., its sole member By: Pegasus Partners IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner Name: Richard Weinberg Title: Vice President /s/ Richard Weinberg	11/04/2010
	PP IV (AIV) LED, LLC By: Pegasus Partners IV (AIV), L.P., its sole member By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Richard Weinberg, Vice President	11/04/2010
	** 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.