Sec Form 4 Filing - Hamilton Stephen Alexander @ LIGHTING SCIENCE GROUP CORP - 2009-08-21

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 Hamilton Stephen Alexander 2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 2100 MCKINNEY AVENUE, SUITE 1555 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2009 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Employee Stock Option (Right to buy) $ 1 08/21/2009 A 120,000 ( 1 ) ( 1 ) Common stock 120,000 $ 0.41 173,000 ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hamilton Stephen Alexander 2100 MCKINNEY AVENUE SUITE 1555 DALLAS, TX75201 Chief Financial Officer Signatures Stephen A. Hamilton 08/27/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents stock options granted to Reporting Person on August 21, 2009. 30,000 of these options will vest on each of August 21, 2010, August 21, 2011, August 21, 2012, and August 21, 2013. The xpiration date of the options is August 21, 2019. ( 2 )Includes: (i) grant on 11/28/2005 of stock options to purchase 3,000 shares expiring on 11/28/09, the exercise price of the options is $9.00 per share, 100% vested upon change in control during 2007; (ii) grant on 2/9/07 of stock options to purchase 5,000 shares expiring on 2/9/2012, the exercise price of the options is $7.40 per share, 100% vested upon change in control during 2007; (iii) grant on 8/2/07 of stock options to purchase 10,000 shares expiring on 8/2/2010, the exercise price of the options is $10.80 per share, 100% vested upon change in control during 2007; (Continued in Footnote 3) ( 3 )(Continued from Footnote 2): (iv) grant on 4/17/2008 of stock options to purchase 35,000 shares expiring on 4/17/2013, the exercise price of the options is $4.90 per share, the options vest at a rate of 25% per year beginning on the first anniversary date of the grant; (v) grant on 8/21/2008 of stock options to purchase 120,000 shares expiring on 8/21/2013, the exercise price of the options is $4.90 per share, the options vest at a rate of 25% per year beginning on the first anniversary date of the grant.

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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