Sec Form 4 Filing - Wagner Leon @ LIGHTING SCIENCE GROUP CORP - 2011-12-01

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 Wagner Leon 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) 12/01/2011 (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 Series F Preferred Stock 12/01/2011 J 1,500 D 0 D Series G Preferred Stock 12/01/2011 J 1,500 A 1,500 D Common Stock 03/21/2012 M 84,034 ( 2 ) A 1,267,597 D Common Stock 04/12/2012 P 83,000 ( 3 ) A 1,350,597 D Series G Preferred Stock 04/12/2012 P 1,000 ( 3 ) A 4,500 ( 4 ) D Common Stock 05/02/2012 P 166,000 ( 5 ) A 1,516,597 D Series G Preferred Stock 05/02/2012 P 2,000 ( 5 ) A 6,500 D Series G Preferred Stock 05/25/2012 J 6,500 ( 6 ) ( 7 ) D 0 D Common Stock 09/12/2012 S 15,000 D $ 0.8917 ( 8 ) 1,501,597 D Common Stock 09/13/2012 S 38,852 D $ 0.89 1,462,745 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 ( 2 ) 03/14/2012 A 1 ( 2 ) 03/14/2012 ( 2 ) See Footnote ( 2 ) ( 2 ) ( 2 ) 1 ( 2 ) D Option ( 2 ) 03/21/2012 M 1 ( 2 ) 03/14/2012 ( 2 ) See Footnote ( 2 ) ( 2 ) ( 2 ) 0 ( 2 ) D Series I Convertible Preferred Stock $ 1.18 ( 6 ) ( 7 ) 05/25/2012 J 6,651 05/25/2012 ( 6 )( 7 ) Common Stock 5,633,397 ( 6 ) ( 7 ) ( 6 ) ( 7 ) 6,651 ( 6 ) ( 7 ) D Option ( 9 ) ( 10 ) 05/25/2012 A 1 ( 9 ) ( 10 ) 05/25/2012 ( 9 )( 10 ) See Footnotes ( 9 ) ( 10 ) ( 9 ) ( 10 ) ( 9 ) ( 10 ) 1 ( 9 ) ( 10 ) D Option ( 9 ) ( 10 ) 06/15/2012 M 1 ( 9 ) ( 10 ) 05/25/2012 ( 9 )( 10 ) See Footnotes ( 9 ) ( 10 ) ( 9 ) ( 10 ) ( 9 ) ( 10 ) 0 ( 9 ) ( 10 ) D Option $ 1.52 06/15/2012 M 15,068 ( 9 ) ( 10 ) 06/15/2012 06/15/2022 Common Stock 15,068 ( 9 ) ( 10 ) 15,068 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wagner Leon BUILDING 2A, 1227 SOUTH PATRICK DRIVE SATELLITE BEACH, FL32937 X Signatures /s/ Leon Wagner 02/13/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 1, 2011, Lighting Science Group Corporation (the "Issuer") entered into a Series G Unit Subscription Agreement pursuant to which the Issuer issued Series G preferred units (the "Series G Units"), with each Series G Unit consisting of: (i) one (1) share of the Issuer's Series G preferred stock, par value $0.001 per share ("Series G Preferred Stock"); and (ii) eighty-three (83) shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"). Upon this issuance, and pursuant to the certificate of designation governing the Issuer's Series F preferred stock, par value $0.001 per share ("Series F Preferred Stock"), the reporting person became entitled (and elected) to convert his 1,500 shares of Series F Preferred Stock into the newly issued Series G Preferred Stock. ( 2 )On March 14, 2012, as compensation for the reporting person's service during 2012 as a member of the board of directors of 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 Common Stock or (ii) stock options to purchase 100,000 shares of Common Stock at an exercise price of $1.19 per share (the "March Compensation Option"). The March Compensation Option did not have a fixed expiration date and remained outstanding until the reporting person exercised the March Compensation Option on March 21, 2012, electing to receive his compensation solely in the form of restricted shares of Common Stock. Such restricted shares of Common Stock vested in equal quarterly installments on the first day of each calendar quarter of 2012, beginning January 1, 2012. ( 3 )On April 12, 2012, the reporting person and the Issuer entered into a Series G Unit Subscription Agreement pursuant to which the Issuer agreed to issue 1,000 Series G Units to the reporting person at a price per Series G Unit of $1,000 and total consideration of $1,000,000. ( 4 )This amount reflects the 2,000 shares of Series G Preferred Stock purchased by the reporting person on February 24, 2012 and reported on the reporting person's Form 4, filed February 29, 2012, as amended by that certain Form 4/A, filed February 13, 2013. ( 5 )On May 2, 2012, the reporting person and the Issuer entered into a Series G Unit Subscription Agreement pursuant to which the Issuer agreed to issue 2,000 Series G Units to the reporting person at a price per Series G Unit of $1,000 and total consideration of $2,000,000. ( 6 )On May 25, 2012, the Issuer entered into a Preferred Stock Subscription Agreement pursuant to which the Issuer agreed to issue Series H convertible preferred stock ("Series H Preferred Stock") and Series I convertible preferred stock ("Series I Preferred Stock"). Upon this issuance, and pursuant to the certificate of designation governing the Series G Preferred Stock (the "Series G Certificate of Designation"), the reporting person became entitled to convert his shares of Series G Preferred Stock into a number of shares of Series H Preferred Stock or Series I Preferred Stock equal to the aggregate liquidation value (as defined in the Series G Certificate of Designation) of his Series G Preferred Stock. The reporting person elected to convert all 6,500 of his shares of Series G Preferred Stock into 6,651 shares of Series I Preferred Stock.(continued in footnote 7) ( 7 )Each share of Series I Preferred Stock is immediately convertible into approximately 847 shares of Common Stock, subject to certain adjustments in the Stated Value (as defined in the Certificate of Designation governing the Series I Preferred Stock). The Series I Preferred Stock has no expiration date. ( 8 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.89 to $0.91 per share, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price. ( 9 )On June 8, 2012, as compensation for the reporting person's service during 2012 as a member of the audit committee and committee of independent directors of the Issuer, the Issuer's board of directors granted the reporting person an option to purchase either: (i) 9,913 restricted shares of Common Stock or (ii) stock options to purchase 15,068 shares of Common Stock at an exercise price of $1.52 per share, the closing price on May 24, 2012 (the "May Compensation Option"). The May Compensation Option did not have a fixed expiration date and remained outstanding until the reporting person exercised the May Compensation Option on June 15, 2012, electing to receive his compensation solely in the form of stock options.(continued in footnote 10) ( 10 )The stock options issued as director compensation for the period from May 25, 2012 through June 30, 2012 vested immediately upon issuance and the remaining stock options vested in two equal installments on the first day of the third and fourth calendar quarters of 2012, respectively.

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