Statement of Changes of Beneficial Ownership

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COGUT CRAIG M 		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)
(Last)          (First)          (Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P., 99 RIVER ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/19/2011
(Street)

COS COB, CT 06807
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Call Option (right to buy)     (1) (2) (3) 12/19/2011     J   (1) (2) (3)       11650   (1) (2) (3)   12/19/2011   5/17/2012   Units   (1) (2) (3) 11650   (1) (2) (3)   (1) (2) (3) 0   I   See Footnotes   (4) (5) (6) (7)

Explanation of Responses:
( 1)  In connection with the Series F Subscription Agreement (the "Series F Subscription Agreement") dated November 17, 2011, by and among Lighting Science Group Corporation (the "Issuer"), PCA LSG Holdings, LLC ("PCA Holdings") and Pegasus Partners IV, L.P. ("Pegasus Partners") and the Series G Subscription Agreement (the "Series G Subscription Agreement") dated December 1, 2011, by and among the Issuer, PCA Holdings, Pegasus Partners, Ensemble Lights, LLC, Mark Kristoff, Alan Docter, Belfer Investment Partners L.P., Lime Partners, LLC and LSGC Holdings II LLC ("Holdings II"), on December 19, 2011, (continued in Footnote 2)
( 2)  PCA Holdings, Pegasus Partners, Pegasus Investors IV, L.P. ("Pegasus Investors"), Pegasus Capital Partners IV, L.P. and Pegasus Partners IV (OA), LP entered into a Participation Agreement (the "Participation Agreement") that for no consideration granted to certain limited partners of Pegasus Partners options to purchase any of the Issuer's Series G Units (the "Series G Units") subscribed for by PCA Holdings under the Series G Subscription Agreement, including the 10,000 Series G Units that were issued to PCA Holdings on December 1, 2011, upon the conversion of 10,000 Series F Units that were purchased previously under the Series F Subscription Agreement, and the 1,650 Series G Units that were issued to PCA Holdings on December 9, 2011. Each Series G Unit consists of: (a) one share of the Issuer's Series G Preferred Stock (the "Series G Preferred Stock") and (b) 83 shares of the Issuer's common stock. (continued in Footnote 3)
( 3)  The options may be exercised at any time on or prior to May 17, 2012, at a price per Series G Unit equal to the Stated Value (as defined in the Series G Certificate of Designation dated December 1, 2011) of the Series G Preferred Stock underlying such Series G Unit plus any accrued but unpaid dividends thereon. Upon a conversion of Series G Units into other securities pursuant to the terms of the Series G Subscription Agreement, the options set forth in the Participation Agreement will apply to such new securities. The Participation Agreement will terminate if the Series G Preferred Stock held by PCA Holdings is redeemed by the Issuer.
( 4)  Pegasus Capital, LLC ("Pegasus Capital") may be deemed to indirectly beneficially own 966,950 shares of the Issuer's common stock, 11,650 shares of the Issuer's Series G Preferred Stock and an option to purchase 7,892 Series G Units held by PCA Holdings because 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. Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own the securities of the Issuer held by PCA Holdings because of Mr. Cogut's relationship with Pegasus Capital. Pegasus Capital may be deemed to be directly or indirectly controlled by Mr. Cogut. Mr. Cogut also may be deemed to indirectly beneficially own 135,742,333 shares of the Issuer's common stock directly held by LSGC Holdings LLC ("Holdings") because of Mr. Cogut's relationship with Pegasus Partners, the managing member of Holdings. (continued in Footnote 5)
( 5)  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. Mr. Cogut also may be deemed to indirectly beneficially own 2,711,314 shares of the Issuer's common stock, 12,958 shares of Series G Preferred Stock and an option to purchase 7,892 Series G Units directly held by Holdings II because 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. In addition, Mr. Cogut may be deemed to indirectly beneficially own 2,969,697 shares of the Issuer's common stock and an option to purchase 7,892 Series G Units owned directly by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. (continued in Footnote 6)
( 6)  In addition, Mr. Cogut may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held by LED Holdings, LLC ("LED") due to his relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. Pegasus Capital and Mr. Cogut disclaim beneficial ownership of the securities directly held by PCA Holdings, Holdings II, Pegasus Partners, Holdings and LED except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Capital or Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (continued in Footnote 7)
( 7)  Mr. Cogut may be deemed to indirectly own 137,754 shares of the Issuer's common stock that represent payment of director fees paid by the Issuer to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors"). Pegasus Capital Advisors IV GP, LLC ("Pegasus Advisors GP") is the general partner of Pegasus Advisors and Mr. Cogut is the sole owner and managing member of Pegasus Advisors GP. Mr. Cogut disclaims beneficial ownership of the securities held by Pegasus Advisors except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COGUT CRAIG M
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT 06807 		X X

PEGASUS CAPITAL LLC
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT 06807 		X X

PCA LSG Holdings, LLC
C/O PEGASUS CAPITAL ADVISORS, L.P.
99 RIVER ROAD
COS COB, CT 06807 		X X


Signatures
CRAIG COGUT /s/ Craig Cogut 12/20/2011
** Signature of Reporting Person Date

PEGASUS CAPITAL, LLC, Name: Richard Weinberg, Title: Vice President /s/ Richard Weinberg 12/20/2011
** Signature of Reporting Person Date

PCA LSG HOLDINGS, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut 12/20/2011
** 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 control number.

Exhibit 99

Form 4 Joint Filer Information

     
Name:
  Pegasus Capital, LLC
 
   
Address:
  C/O Pegasus Capital Advisors, L.P.
99 River Road
Cos Cob, CT 06807
 
   
Date of Event Requiring Statement:
  12/19/11
 
   
     
Name:
  PCA LSG Holdings, LLC
 
   
Address:
  C/O Pegasus Capital Advisors, L.P.
99 River Road
Cos Cob, CT 06807
 
   
Date of Event Requiring Statement:
  12/19/11