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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* 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 ]	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) 08/20/2014
	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(1)(2)	08/20/2014		A(1)(2)		2,000		(1)(2)	(1)(2)	Common Stock	(1)(2)	(1)(2)	32,157	I	See Footnotes(3)(4)
Common Stock Warrants (right to buy)	$0.001	08/20/2014		A(1)(2)		2,000		08/20/2014	(1)(2)	Common Stock	(1)(2)	(1)(2)	2,000	I	See Footnotes(3)(4)

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. Pursuant to a Series J Subscription Agreement by and between Lighting Science Group Corporation (the "Issuer") and PCA LSG Holdings, LLC ("PCA Holdings") dated August 14, 2014 (the "Series J Subscription Agreement"), on August 20, 2014, PCA Holdings purchased 2,000 Series J Units for a purchase price of $1,000 per Series J Unit, with each Series J Unit consisting of one share of Series J Convertible Preferred Stock (the "Series J Preferred Stock") and a warrant to purchase 2,650 shares of the Issuer's common stock (the "Warrant"). Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Amended and Restated Certificate of Designation of the Series J Convertible Preferred Stock. The Series J Preferred Stock has no expiration date.

2. (Continued from footnote 1) The Warrant has an exercise price of $0.001, subject to adjustment as set forth in the Warrant and may be exercised beginning on August 20, 2014. The Warrant expires at 11:59 p.m. Eastern Time on the earlier of: (i) August 20, 2019, (ii) the date on which the Issuer consummates a Qualified Public Offering (as defined in the Warrant), or (iii) the date of any Change of Control (as defined in the Warrant). As a result of their relationship with directors of the Issuer, PCA Holdings 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 Series J Subscription Agreement in advance of the acquisitions reported on this Form 4.

3. Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 12,500 shares of Series J Preferred Stock and 2,000 Warrants 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 a portion of the 19,657 shares of Series J Preferred Stock directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners IV, L.P. ("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.

4. (Continued from footnote 3) ("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. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut and Pegasus Capital each disclaims beneficial ownership of the securities directly held by PCA Holdings except to the extent of their pecuniary interest therein and Mr. Cogut, Pegasus Capital, Pegasus Partners, Pegasus Investors and Pegasus GP each disclaims beneficial ownership of the securities directly held by Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such respective securities for purposes of Section 16 or any other purpose.

Remarks:

Craig Cogut, as well as other representatives of the reporting persons, are directors of Lighting Science Group Corporation (the "Issuer"). 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 the Issuer.

	CRAIG COGUT, Name: Craig Cogut, Title: /s/ Craig Cogut	08/20/2014
	PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	08/20/2014
	PCA LSG HOLDINGS, LLC, By: Pegasus Capital, LLC, its managing member, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut	08/20/2014
	** Signature of Reporting Person	Date
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