Sec Form 4 Filing - WOODSON ROBERT L III @ LIGHTING SCIENCE GROUP CORP - 2007-07-02

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 WOODSON ROBERT L III 2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSGP] 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) PO BOX 1838 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2007 (Street) LAFOLLETLE, TN37766 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 07/02/2007 A 25,476 A $ 0.36 ( 2 ) 766,166 ( 1 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WO ODSON ROBERT L III PO BOX 1838 LAFOLLETLE, TN37766 X Signatures Robert L. Woodson, III 07/02/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes: (i) 30,000 shares issuable by the issuer to Mr. Woodson pursuant to the exercise of warrants of the issuer at an exercise price of $1.50 per share; (ii) 20,000 shares issuable by the issuer to Mr. Woodson pursuant to the exercise of options at a price of $0.32 per share (two-thirds of which are vested and one-third of which will vest on 2/20/08); and (iii) 50,000 shares issuable by the issuer to Mr. Woodson pursuant to the exercise of options at a price of $0.53 per share (two-third of which are vested and one-third of which will vest on 10/31/07). ( 2 )Price is based upon the average closing price of the stock for the quarter ending March 31, 2007 as payment in lieu of cash for directors fees.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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