Sec Form 4 Filing - Kempner Michael W @ LIGHTING SCIENCE GROUP CORP - 2012-03-14

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 Kempner Michael W 2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) BUILDING 2A, 1227 SOUTH PATRICK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2012 (Street) SATELLITE BEACH, FL32937 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 Common Stock 03/22/2012 M 84,034 ( 1 ) A 325,750 D Common Stock 05/25/2012 D 42,018 ( 2 ) D 283,732 D

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 Option ( 1 ) 03/14/2012 A 1 ( 1 ) 03/14/2012 ( 1 ) See Footnote ( 1 ) ( 1 ) ( 1 ) 1 ( 1 ) D Option ( 1 ) 03/22/2012 M 1 ( 1 ) 03/14/2012 ( 1 ) See Footnote ( 1 ) ( 1 ) ( 1 ) 0 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kempner Michael W BUILDING 2A 1227 SOUTH PATRICK DRIVE SATELLITE BEACH, FL32937 X Signatures /s/ Michael Kempner 02/12/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 14, 2012, as compensation for the reporting person's service during 2012 as a director of Lighting Science Group Corporation (the "Issuer"), the Issuer's board of directors granted the reporting person an option to elect to receive either: (i) 84,034 restricted shares of the Issuer's common stock or (ii) stock options to purchase 100,000 shares of the Issuer's common stock at an exercise price of $1.19 per share (the "Option"). The Option did not have a fixed expiration date and remained outstanding until the reporting person exercised the Option on March 22, 2012, electing to receive his compensation solely in the form of restricted shares of common stock. Such restricted shares of common stock were to vest in equal quarterly installments on the first day of each calendar quarter of 2012, beginning January 1, 2012, so long as the reporting person remained a director of the Issuer on such vesting date. ( 2 )On May 25, 2012, the reporting person resigned as a director of the Issuer. As a result, 42,018 restricted shares of common stock that were scheduled to vest on the first day of the third and fourth quarters of 2012 were forfeited by the reporting person pursuant to the terms of his restricted stock award agreement.

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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