Sec Form 4 Filing - COGUT CRAIG M @ 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 COGUT CRAIG M 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 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) 01/03/2014 (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

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 Convertible Preferred Stock $ 0.95 ( 1 ) ( 2 ) ( 3 ) 01/03/2014 D( 1 )( 2 )( 3 ) 16,157 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 2 ) ( 3 ) 0 I See Footnotes ( 4 ) ( 5 ) Series J Convertible Preferred Stock $ 0.95 ( 1 ) ( 2 ) ( 3 ) 01/03/2014 A( 1 )( 2 )( 3 ) 24,157 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 2 ) ( 3 ) 24,157 I See Footnotes ( 4 ) ( 5 ) Common Stock Warrants (right to buy) $ 0.001 01/03/2014 A( 1 )( 2 )( 3 ) 24,157 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 2 ) ( 3 ) 24,157 I See Footnotes ( 4 ) ( 5 )

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 PARTNERS IV LP C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT06807 X X Pegasus Investors IV, L.P. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT06807 X X Pegasus Investors IV GP, LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT06807 X X LSGC Holdings II LLC C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT06807 X X Signatures CRAIG COGUT, /s/ Craig Cogut 01/07/2014 Signature of Reporting Person Date PEGASUS CAPITAL, LLC, Name: Craig Cogut, Title: President & Managing Member, /s/ Craig Cogut 01/07/2014 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 01/07/2014 Signature of Reporting Person Date PEGASUS PARTNERS IV, L.P., By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster 01/07/2014 Signature of Reporting Person Date PEGASUS INVESTORS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster 01/07/2014 Signature of Reporting Person Date PEGASUS INVESTORS IV GP, L.L.C., Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster 01/07/2014 Signature of Reporting Person Date LSGC HOLDINGS II LLC, By: Pegasus Partners IV, L.P., its sole member, By: Pegasus Investors IV, L.P., its general partner, By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster 01/07/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with certain transactions deemed to be a follow-on offering by Lighting Science Group Corporation (the "Issuer"), on January 3, 2014, LSGC Holdings II LLC ("Holdings II") and PCA LSG Holdings, LLC ("PCA Holdings") exchanged with the Issuer 13,657 shares of the Issuer's Series J Convertible Preferred Stock (the "Series J Preferred Stock") and 2,500 shares of Series J Preferred Stock, respectively, for 13,657 Units (consisting of 1 share of the Issuer's Series J Preferred Stock and a warrant to purchase 2,650 shares of the Issuer's common stock (a "Warrant," and together with the Series J Preferred Stock, a "Unit")) and 2,500 Units, respectively (the "Exchange"). (Continued in Footnote 2) ( 2 )Also, on January 3, 2014, the Issuer entered into Preferred Stock Subscription Agreements (the "Subscription Agreements") with Holdings II and PCA Holdings, respectively. Pursuant to the Subscription Agreements, Holdings II and PCA Holdings acquired 6,000 Units and 2,000 Units, respectively, for a purchase price of $1,000 per Unit. Each share of Series J Preferred Stock is immediately convertible into shares of the Issuer's common stock upon receipt at a price per share of common stock equal to $0.95, subject to certain anti-dilution adjustments described in the Certificate of Designation of the Series J Preferred Stock. The Series J Preferred Stock has no expiration date. (Continued in Footnote 3) ( 3 )The Warrant has an exercise price of $0.001, subject to adjustment as set forth in the Warrant and may be exercised on the earlier of August 1, 2014 or the date immediately preceding any Change in Control (as defined in the Warrant) and expires on the earlier of January 3, 2019, the date on which the Issuer consummates a Qualified Public Offering (as defined in the Warrant) or the date of any Change in Control. As a result of their relationship with directors of the Issuer, Holdings II, PCA Holdings and their affiliates have been recognized as directors by deputization of the Issuer, and a committee of non-employee directors of the Issuer's Board of Directors approved the Subscription Agreement and the Exchange in advance of the parties entering into the Subscription Agree ments and the Exchange. ( 4 )Following the transactions reported herein, Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own a portion of the 4,500 Units (comprised of 4,500 shares of the Issuer's Series J Preferred Stock and 4,500 Warrants) directly held by PCA Holdings because Pegasus Capital, LLC ("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. Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. In addition, following the transactions reported herein, Mr. Cogut also may be deemed to indirectly beneficially own a portion of the 19,657 Units (comprised of 19,657 shares of the Issuer's Series J Preferred Stock and 19,657 Warrants) directly held by Holdings II because Pegasus Partners IV, L.P. ("Pegasus Partners") may be deemed to have voting and dispositive power over such securities due to its (Continued in Footnote 5) ( 5 )membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. 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. As disclosed above, Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut and Pegasus Capital each disclaim beneficial ownership of the securities directly held by PCA Holdings except to the extent of their pecuniary interest therein and Mr. Cogut, Pegasus Capital, Pegasus Partners, Pegasus Investors and Pegasus GP each disclaim beneficial ownership of the securities directly held by Holdings II except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons is the beneficial owner of such respective securities for purposes of Section 16 or any other purpose.

Remarks: Craig Cogut, as well as other representatives of the reporting persons, are directors of Lighting Science Group Corporation (the "Issuer"). 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 the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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