Sec Form 4 Filing - COGUT CRAIG M @ LIGHTING SCIENCE GROUP CORP - 2012-05-25

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 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/YY) 05/25/2012 (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 05/25/2012 D( 1 ) 2,505,000 D 169,823,578 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Series G Preferred Stock 05/25/2012 D( 7 )( 8 ) 32,608 D 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 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 Exp iration Date Title Amount or Number of Shares Series I Convertible Preferred Stock $ 1.18 05/25/2012 A( 7 )( 8 ) 33,893 05/25/2012 ( 7 )( 8 ) Common Stock ( 7 ) ( 8 ) ( 7 ) ( 8 ) 33,893 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) Option to purchase $ 1,000 05/25/2012 A( 9 )( 10 ) 21,131 05/25/2012 ( 9 )( 10 ) Series I Convertible Preferred Stock 21,131 $ 1,000 21,131 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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, CT06807 X X PEGASUS CAPITAL LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT06807 X X PCA LSG Holdings, LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT06807 X X Pegasus Capital Advisors, L.P. 99 RIVER ROAD COS COB, CT06807 X X Pegasus Capital Advisors GP, L.L.C. 99 RIVER ROAD COS COB, CT06807 X X Signatures CRAIG COGUT /s/ Craig Cogut 05/29/2012 Signature of Reporting Person Date PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut 05/29/2012 Signature of Reporting Person Date PCA LSG HOLDINGS, LLC, By: Pegasus Capital, LLC, its managing member, Name: Craig Cogut, Title: President & Managing Member /s/ Craig Cogut 05/29/2012 Signature of Reporting Person Date PEGASUS CAPITAL ADVISORS, L.P., By: Pegasus Capital Advisors GP, L.L.C., Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer 05/29/2012 Signature of Reporting Person Date PEGASUS CAPITAL ADVISORS GP, L.L.C., Name: Jason Schaefer, Title: General Counsel and Secretary /s/ Jason Schaefer 05/29/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 25, 2012, Lighting Science Group Corporation (the "Issuer"), LSGC Holdings LLC ("Holdings") and Continental Casualty Company ("CCC") entered into an Exchange and Redemption Agreement (the "Exchange Agreement"). Pursuant to the Exchange Agreement, Holdings agreed to surrender to the Issuer 2,505,000 shares of the Issuer's common stock in connection with the Issuer indemnifying Holdings for the cost of redeeming 15,000,000 senior preferred membership interests of Holdings held by CCC pursuant to the Issuer's prior indemnification obligation under the Letter Agreement dated January 17, 2012, by and between the Issuer and Holdings. As a result of its representation on the Board of Directors of the Issuer, Holdings has been recognized as a director by deputization of the Issuer and the committee of non-employee directors of the Issuer's Board of Directors approved the Exchange Agreement in advance of the Issuer, Holdings and CCC entering into the Exchange Agreement. ( 2 )Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own 133,117,333 shares of the Issuer's common stock directly held by Holdings because of Mr. Cogut's relationship with Pegasus Partners IV, L.P. ("Pegasus Partners"), the managing member of Holdings. Pegasus Investors IV, L.P. ("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, LLC ("Pegasus Capital"). (Continued in footnote 3) ( 3 )Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut may be deemed to indirectly beneficially own 1,464,950 shares of the Issuer's common stock, 18,316 shares of Series I Convertible Preferred Stock (the "Series I Preferred Stock"), an option to purchase 21,131 shares of Series I Preferred Stock and an option to purchase 642 Series G Units directly held by PCA LSG Holdings, LLC ("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. (Continued in footnote 4) ( 4 )Mr. Cogut also may be deemed to indirectly beneficially own 2,877,314 shares of the Issuer's common stock, 15,577 shares of Series I Preferred Stock, an option to purchase 21,131 shares of Series I Preferred Stock and an option to purchase 642 Series G Units directly held by LSGC Holdings II LLC ("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, an option to purchase 21,131 shares of Series I Preferred Stock and an option to purchase 642 Series G Units directly held by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. (Continued in footnote 5) ( 5 )Mr. Cogut also may be deemed to indirectly beneficially own 29,172,496 shares of the Issuer's common stock directly 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. Furthermore, Mr. Cogut may be deemed to indirectly beneficially own 137,754 shares of the Issuer's common stock and 84,034 shares of the Issuer's restricted common stock that represent payment of director fees paid by the Issuer to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV"). (Continued in footnote 6) ( 6 )Pegasus Capital Advisors IV GP, LLC ("Pegasus Advisors IV GP") is the general partner of Pegasus Advisors IV and Mr. Cogut is the sole owner and managing member of Pegasus Advisors IV GP. Mr. Cogut also may be deemed to indirectly beneficially own an option to purchase 21,131 shares of the Issuer's Series I Preferred Stock held directly by Pegasus Capital Advisors, L.P. ("Pegasus Advisors"). Pegasus Capital Advisors GP, L.L.C. ("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 directly held by Holdings, PCA Holdings, Holdings II, Pegasus Partners, LED, Pegasus Advisors IV and 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. ( 7 )On May 25, 2012, PCA Holdings and Holdings II notified the Issuer that pursuant to the terms of the Certificate of Designation of the Series G Preferred Stock (the "Series G COD") and due to the occurrence of a Subsequent Transaction (as defined in the Series G COD), both PCA Holdings and Holdings II elected to exchange all of their shares of the Issuer 's Series G Preferred Stock for shares of the Issuer's Series I Preferred Stock (the "Preferred Stock Exchange"). Pursuant to the Preferred Stock Exchange, PCA Holdings exchanged 17,650 shares of the Issuer's Series G Preferred Stock for 18,316 shares of the Issuer's Series I Preferred Stock, and Holdings II exchanged 14,958 shares of the Issuer's Series G Preferred Stock for 15,577 shares of the Issuer's Series I Preferred Stock. (Continued in footnote 8) ( 8 )Each share of Series I Preferred Stock is immediately convertible into approximately 847 shares of the Issuer's common stock, subject to certain adjustments and alteration in the Stated Value (as defined in the Certificate of Designation of the Series I Preferred Stock, the "Series I COD") described in the Series I COD. The Series I Preferred Stock has no expiration date. As a result of their representation on the Board of Directors of the Issuer, PCA Holdings and Holdings II have been recognized as directors by deputization of the Issuer and the committee of non-employee directors of the Issuer's Board of Directors approved the Preferred Stock Exchange in advance of the Preferred Stock Exchange. ( 9 )On May 25, 2012, the Issuer, Pegasus Partners, PCA Holdings, Holding II and Pegasus Capital Advisors entered into a Commitment Agreement (the "Commitment Agreement") pursuant to which Pegasus Partners, PCA Holdings, Holding II and Pegasus Capital Advisors (collectively, the "Investors") agreed to purchase or cause to be purchased (through assignment as discussed below) an aggregate of 21,131 shares of the Issuer's Series I Preferred Stock by the four-month anniversary of the date of the Commitment Agreement (the "Maturity Date"). Pursuant to the Commitment Agreement, at any time and from time to time from the date of the Commitment Agreement until the Maturity Date, any of Pegasus Partners, PCA Holdings, Holding II or Pegasus Capital Advisors may assign its right to buy any amount of Series I Preferred Stock up to the 21,131 shares the Investors are committed to buy by the Maturity Date to any other person without the consent of the Issuer (Continued in footnote 10) ( 10 )and the assignee will execute a subscription agreement with the Issuer. The purchase price per share of Series I Preferred Stock will be $1,000. As a result of their representation on the Board of Directors of the Issuer, the Investors have each been recognized as a director by deputization of the Issuer and the committee of non-employee directors of the Issuer's Board of Directors approved the commitment Agrerment in advance of the Issuer and the Investors entering into the Commitment Agreement.

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.

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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