Sec Form 4 Filing - Riverwood Capital Partners L.P. @ LIGHTING SCIENCE GROUP CORP - 2017-02-03

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 Riverwood Capital Partners L.P. 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 70 WILLOW ROAD, SUITE 100, 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2017 (Street) MENLO PARK, CA94025 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 02/03/2017 O( 1 )( 2 )( 3 ) 554,221 ( 4 ) D 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )

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 Call Option (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 2 ) ( 3 ) 02/03/2017 J( 1 ) ( 2 )( 3 ) 1 09/11/2015 03/27/2017 Common Stock ( 1 ) ( 2 ) ( 3 ) ( 7 ) 60,587,402 ( 7 ) ( 1 ) ( 2 ) ( 3 ) 1 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) Call Option (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 2 ) ( 3 ) 02/03/2017 J( 1 )( 2 )( 3 ) 1 09/11/2015 03/27/2017 Common Stock ( 1 ) ( 2 ) ( 3 ) ( 7 ) 60,587,402 ( 7 ) ( 1 ) ( 2 ) ( 3 ) 1 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 ) Call Option (obligation to sell) ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 2 ) ( 3 ) 02/03/2017 O( 1 )( 2 )( 3 ) 1 09/11/2015 03/27/2017 Common Stock ( 1 ) ( 2 ) ( 3 ) ( 7 ) 60,587,402 ( 7 ) ( 1 ) ( 2 ) ( 3 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Riverwood Capital Partners L.P. 70 WILLOW ROAD, SUITE 100 MENLO PARK, CA94025 X Riverwood Capital L.P. 70 WILLOW ROAD SUITE 100 MENLO PARK, CA94025 X Riverwood Capital GP Ltd. 70 WILLOW ROAD SUITE 100 MENLO PARK, CA94025 X Signatures /s/Mei Liang, Attorney-in-Fact by Michael E. Marks, as director of the general partner of the general partner of RIVERWOOD CAPITAL PARTNERS L.P. (see signatures of other Reporting Persons on the attached Exhibit 99.1) 02/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 11, 2015, RW LSG Holdings LLC ("RW LSGH"), Riverwood Capital Partners L.P. ("RCP") and LSG Management Holdings, LLC ("RW LSGM") granted LSGC Holdings III LLC ("LSGC") an option (the "Option") to acquire all, but not less than all, of A) the outstanding membership interests in RW LSGH (the "RW Interests") from RCP and the other holders of the RW Interests for an aggregate amount equal to $15,000,000, B) 554,221 shares of Common Stock held directly by RW LSGM (the "RW Common Stock") for an aggregate price of $150,000 (subject to certain adjustments), or a per share price of $0.27, and C) a warrant held by RW LSGM (the "RW Warrant") to purchase 12,664,760 shares of Issuer's Common Stock, par value $0.001 per share (the "Common Stock") for no additional consideration. On February 3, 2017, RW LSGH, RCP and LSGC amended the Option and LSGC exercised the Option pursuant to a Purchase Option Exercise Agreement (the "Exercise Agreement"). ( 2 )(Continued from Footnote 1) The Exercise Agreement amended the Option to allow LSGC to acquire I) the RW Interests for an aggregate amount equal to $9,000,000, II) the RW Common Stock for an aggregate price of $90,000, or a per share price of $0.16, and III) the RW Warrant for no additional consideration. RW LSGH's sole asset at the time of the Option exercise was 45,000 shares of the Issuer's Series H Convertible Preferred Stock, par value $0.001 (the "Series H Preferred Stock"), resulting in a price of $200.00 per share of Series H Preferred. The Series H Preferred Stock is convertible by the holder at any time into Common Stock at a rate determined by dividing the stated per share value of $1,000 by the conversion price then in effect. ( 3 )(Continued from Footnote 2) The conversion price is currently $0.95 and is subject to adjustment upon certain events. The Series H Preferred Stock may be redeemed for a liquidation preference under certain circumstances and is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. The Series H Preferred Stock has no expiration date. The RW Warrant is exercisable in whole or in part at the option of the holder thereof at any time prior to May 25, 2022, subject to certain conditions. ( 4 )Reflects shares of Common Stock assigned for no consideration to RW LSGM upon being awarded to Messrs. Thomas Smach and Nicholas Brathwaite as restricted stock grants for their services as directors of the Issuer, including 49,567 shares awarded to Mr. Smach and 39,654 shares awarded to Mr. Brathwaite on May 25, 2012, and 225,000 shares awarded to Mr. Smach and 240,000 shares awarded to Mr. Brathwaite on August 14, 2013. ( 5 )The Series H Preferred Stock was held directly by RW LSGH. Prior to the exercise of the Option, Riverwood Capital Partners L.P. ("RCP") was the sole manager of RW LSGH; however, following the exercise of the Option, RCP has ceased to act as manager of RW LSGH. Riverwood Capital L.P. ("RCLP") is the sole general partner of RCP. Riverwood Capital GP Ltd. ("RC Ltd.") is the sole general partner of RCLP. As a result of these relationships, prior to the exercise of the Option, each of RCP, RCLP and RC Ltd. may have been deemed to be the indirect beneficial owner of the securities directly held by RW LSGH. RCLP and RC Ltd. may be deemed to be the indirect beneficial owner of any securities directly held by RCP. Each of RCP, RCLP and RC Ltd. disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. ( 6 )The RW Common Stock and RW Warrant were held directly by RW LSGM. Riverwood Capital Management L.P. ("RCM LP") is the sole member and manager of RW LSGM. Riverwood Capital Management Ltd. ("RCM Ltd.") is the sole general partner of RCM LP. As a result of these relationships, each of RCM LP and RCM Ltd. may be deemed to be the indirect beneficial owner of securities directly held by RW LSGM. Each of RCM LP and RCM Ltd. disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. ( 7 )Consists of 47,368,421 shares of Common Stock based upon conversion of the Series H Preferred Stock described in footnotes (2) and (3) hereto at the current conversion rate, 554,221 shares of RW Common Stock directly held by RW LSGM, and 12,664,760 shares of Common Stock based upon the exercise of the RW Warrant described in footnote (1) hereto.

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