Sec Form 4 Filing - LSGC Holdings LLC @ LIGHTING SCIENCE GROUP CORP - 2012-01-17

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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LSGC Holdings LLC 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/YY) 01/17/2012 (Street) COS COB, CT06807 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 01/17/2012 S( 1 )( 2 )( 3 )( 4 )( 5 )( 6 ) 120,000 D 135,622,333 D Common Stock 29,172,496 I See Footnotes ( 7 ) ( 8 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LSGC Holdings LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT06807 X X PP IV LED, LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT06807 X X PP IV (AIV) LED, LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT06807 X X Signatures LSGC HOLDINGS LLC, By: Pegasus Partners IV, L.P., its managing member, By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President /s/ Steven Wacaster 01/19/2012 Signature of Reporting Person Date PP IV LED, LLC, By: Pegasus Partners IV, 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, Name: Richard Weinberg, Title: Vice President /s/ Richard Weinberg 01/19/2012 Signature of Reporting Person Date 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, Richard Weinberg, Title: Vice President /s/ Richard Weinberg 01/19/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Series G Unit Subscription Agreement (the "Series G Subscription Agreement") dated December 1, 2011, by and among Lighting Science Group Corporation (the "Issuer"), PCA LSG Holdings, LLC ("PCA Holdings"), Pegasus Partners IV, L.P. ("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 January 17, 2012, Pegasus Partners assigned a portion of its option (the "Option") to purchase the Issuer's Series G Units ("Series G Units") under the Series G Subscription Agreement to Continental Casualty Company ("CCC") and CCC executed a joinder to the Series G Subscription Agreement and partially exercised the Option by electing to purchase 5,000 Series G Units (the "Series G Unit Investment"). (continued in footnote 2) ( 2 )(Continued from footnote 1) As a result of the assignment of the Option by Pegasus Partners and the purchase of Series G Units by CCC, the Option held by Pegasus Partners, PCA Holdings and Holdings II was reduced to an option to purchase 892 Series G Units. 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 )(Continued from footnote 2)In consideration for the Series G Unit Investment and certain other mutual promises contained in a Letter Agreement dated January 17, 2012 ("the "Letter Agreement"), between CCC and LSGC Holdings LLC ("Holdings"), Holdings in the Letter Agreement agreed to amend the terms of the Class C Preferred Interests (the "Class C Preferred Interests") of Holdings issued by Holdings to CCC pursuant to the Binding Term Sheet dated May 13, 2011 (the "Binding Term Sheet") such that the dividend rate on the Class C Preferred Interests and the number of shares of the Issuer's common stock associated therewith are substantially the same as those of the Series G Preferred Stock. (continued in footnote 4) ( 4 )(Continued from footnote 3) In order to make the number of shares of the Issuer's common stock associated with the Class C Preferred Interests substantially the same as the number of shares of the Issuer's common stock associated with the Series G Preferred Stock, Holdings agreed to accelerate the transfer to CCC of 281,250 shares of the Issuer's common stock due to CCC on May 26, 2012, and 281,250 shares of the Issuer's common stock due to CCC on May 26, 2013, and to transfer an additional 120,000 shares of the Issuer's common stock to CCC. (continued in footnote 5) ( 5 )(Continued from footnote 4) In addition, pursuant to the Letter Agreement, if at any time on or prior to November 17, 2013, CCC exercises its rights pursuant to Section 8 of the Series G Subscription Agreement to convert all of its Series G Units into newly issued securities of the Issuer or if any amendments are made to the dividend rate of the Issuer's Series G Preferred Stock or the number of shares of the Issuer's common stock associated therewith (the "MFN Securities"), then Holdings shall amend the terms of the Class C Preferred Interests such that the dividend rate on the Class C Preferred Interests and the number of shares of common stock associated therewith are substantially the same as the MFN Securities. (continued in footnote 6) ( 6 )(Continued from footnote 5) If upon the conversion of the Series G Units to MFN Securities, CCC is required to return to the Issuer some or all of the Issuer's common stock acquired as part of the purchase of Series G Units, then CCC will return to Holdings that same proportion of shares of the Issuer's common stock as part of the amendment to the terms of the Class C Preferred Interests. ( 7 )Holdings may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock held directly by LED Holdings, LLC ("LED") because Holdings may be deemed to have voting and dispositive power over such shares due to its membership interest in LED. PP IV LED, LLC ("PP IV") and PP IV (AIV) LED, LLC ("PP IV (AIV)," and together with Holdings and PP IV, the Reporting Persons) may be deemed to indirectly beneficially own the 29,172,496 shares of the Issuer's common stock held by LED and the 135,622,333 shares of the Issuer's common stock held by Holdings due to their membership interests in Holdings. (continued in footnote 8) ( 8 )(Continued from footnote 7) Each of PP IV and PP IV (AIV) disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their respective indirect pecuniary interest therein, and this report shall not be deemed an admission that either of PP IV or PP IV (AIV) is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Remarks: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputizationby virtue of their representation on the Board of Directors of Lighting Science Group Corporation.

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).

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