Sec Form 4 Filing - SMACH THOMAS J @ LIGHTING SCIENCE GROUP CORP - 2014-01-03

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 SMACH THOMAS J 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) 70 WILLOW ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2014 (Street) MENLO PARK, CA94025 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 Series J Conv. Preferred Stock, par value $0.001 per share $ 0.95 ( 1 ) 01/03/2014 P 2,860 ( 2 ) ( 2 ) Common Stock, par value $0.001 per share 3,010,526 ( 3 ) ( 4 ) 5,074 I See footnote ( 5 ) Common Stock Warrant (right to buy) $ 0.001 01/03/2014 P 7,579,000 01/03/2014 01/03/2019 Common Stock, par value $0.001 per share 7,579,000 ( 4 ) 7,579,000 I See footnote ( 5 ) Common Stock Warrant (right to buy) $ 0.001 01/03/2014 J 6,344,100 01/03/2014 01/03/2019 Common Stock, par value $0.001 per share 6,344,100 ( 6 ) 13,923,100 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMACH THOMAS J 70 WILLOW ROAD SUITE 100 MENLO PARK, CA94025 X Signatures /s/ Mei Liang, Attorney-in-Fact 01/07/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to adjustment pursuant to the terms of the Series J Convertible Preferred Stock, par value $0.001 per share (the "Series J Preferred Stock"). ( 2 )The Series J Preferred Stock is convertible by the holder, at any time, into Common Stock, par value $0.001 per share ("Common Stock"), at a rate determined by dividing the stated per share value of $1,000 by the conversion price then in effect. The conversion price is initially $0.95 and is subject to adjustment upon certain events. The Series J 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 J Preferred Stock has no expiration date. ( 3 )This is the number of shares of Common Stock which these securities are convertible into as of the date of this filing. Pursuant to the terms of these securities, no fractional shares of Common Stock will be issued upon conversion thereof. ( 4 )RW LSG Holdings LLC ("RW LSGH") purchased securities consisting of (i) 2,860 shares of Series J Preferred Stock and (ii) a warrant to purchase 7,579,000 shares of Common Stock, at an aggregate purchase price of $2,860,000 or a per unit price of $1,000 for each unit comprised of one share of Series J Preferred Stock and a warrant to purchase 2,650 shares of Common Stock. ( 5 )These securities are directly owned by RW LSGH. Riverwood Capital Partners L.P. ("RCP") is the sole managing member 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. Mr. Thomas J. Smach is a director of RC Ltd. As a director of RC Ltd., Mr. Smach may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Smach disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest. ( 6 )Pursuant to the terms of the Series J Subscription Agreement, dated as of September 11, 2013, to which RW LSGH is party, on January 3, 2014 RW LSGH was issued with respect to the Series J Preferred Stock acquired by RW LSGH under such subscription agreement a warrant to purchase an aggregate of 6,344,100 shares of Common Stock, which warrant was issued as an adjustment for no additional consideration.

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