Sec Form 3/A Filing - Henderson David @ LIGHTING SCIENCE GROUP CORP - 2011-03-30

FORM 3/A 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 Henderson David 2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Development Officer (Last) (First) (Middle) C/O LIGHTING SCIENCE GROUP CORPORATION, BUILDING 2A, 1227 SOUTH PATRICK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2011 (Street) SATELLITE BEACH, FL32937 4. If Amendment, Date Original Filed (MM/DD/YY) 04/11/2011 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 4,375 ( 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 Option (Right to Buy) $ 4.9 04/17/2009 04/17/2013 Option: Common Stock 20,750 ( 2 ) D Option (Right to Buy) $ 1 08/21/2010 08/21/2019 Option: Common Stock 400,000 ( 3 ) D Option (Right to Buy) $ 1 03/22/2011 03/22/2020 Option: Common Stock 350,000 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Henderson David C/O LIGHTING SCIENCE GROUP CORPORATION BUILDING 2A, 1227 SOUTH PATRICK DRIVE SATELLITE BEACH, FL32937 Chief Development Officer Signatures /s/ David Henderson 05/24/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of restricted common stock were issued to the reporting person on May 7, 2008 pursuant to a Restricted Stock Award Agreement between the Issuer and the reporting person. ( 2 )These options vest as follows: 33.33% on 4/17/2009; 33.335% on 4/17/2010; and 33.335% on 4/17/2011. ( 3 )These options vest as follows: 100,000 options on 8/21/2010; and 300,000 options on 12/30/2010. ( 4 )These options vest as follows: 25% on each of 3/22/2011; 3/22/2012; 3/22/2013; and 3/22/2014.

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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