As filed with the Securities and Exchange Commission on March 31, 2017

               Registration No. 333-172466

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

TO FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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LIGHTING SCIENCE GROUP CORPORATION

(Exact name of registrant as specified in its charter)

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1350 Division Road, Suite 204

West Warwick, RI 02893

(321) 779-5520

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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2011 Lighting Science Group Corporation Employee Stock Purchase Plan

(Full title of the plan)

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Denis M. Murphy

Executive Vice President and Chief Financial Officer

1350 Division Road, Suite 204

West Warwick, RI 02893

(321) 779-5520

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With a copy to:

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

EXPLANATORY NOTE: DEREGISTRATION OF UNSOLD SECURITIES 

Lighting Science Group Corporation (the “Company”) is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) on Form S-8 to withdraw and remove from registration the unissued and unsold shares of the Company’s common stock, par value $0.001 (the “Common Stock”), that were originally registered by the Company pursuant to its Registration Statement on Form S-8 (File No. 333-172466) filed with the Securities and Exchange Commission on February 25, 2011 (the “Registration Statement”) to register the offer and sale of up to 2,000,000 shares of Common Stock issuable under the 2011 Lighting Science Group Corporation Employee Stock Purchase Plan (the “ESPP”).

The Company has terminated all offerings of its Common Stock pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but which remain unsold and unissued under the Registration Statement as of the date hereof. 

SIGNATURES 

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Warwick, State of Rhode Island, on March 31, 2017.

Note: Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.