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Filing Details

Accession Number:: 0001181431-12-051948
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-09-25 09:43:43
Reporting Period:: 2012-09-21

Filing Date:: 2012-09-25
Accepted Time:: 2012-09-25 09:43:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
866970	Lighting Science Group Corp	LSCG.OB	Electric Lighting & Wiring Equipment (3640)	232596710

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1032672	M Craig Cogut	C/O Pegasus Capital Advisors, L.p. 99 River Road Cos Cob CT 06807	Yes	No	Yes	No
1259178	Pegasus Capital Llc	C/O Pegasus Capital Advisors, L.p. 99 River Road Cos Cob CT 06807	Yes	No	Yes	No
1414298	Led Holdings, Llc	C/O Pegasus Capital Advisors, L.p. 99 River Road Cos Cob CT 06807	Yes	No	Yes	No
1415185	Pp Iv Led, Llc	C/O Pegasus Capital Advisors, L.p. 99 River Road Cos Cob CT 06807	Yes	No	Yes	No
1415186	Pp Iv (Aiv) Led, Llc	C/O Pegasus Capital Advisors, L.p. 99 River Road Cos Cob CT 06807	Yes	No	Yes	No
1431283	Pegasus Partners Iv Lp	C/O Pegasus Capital Advisors, L.p. 99 River Road Cos Cob CT 06807	Yes	No	Yes	No
1441404	Pegasus Investors Iv, L.p.	C/O Pegasus Capital Advisors, L.p. 99 River Road Cos Cob CT 06807	Yes	No	Yes	No
1441405	Pegasus Investors Iv Gp, Llc	C/O Pegasus Capital Advisors, L.p. 99 River Road Cos Cob CT 06807	Yes	No	Yes	No
1503568	Lsgc Holdings Llc	C/O Pegasus Capital Advisors, L.p. 99 River Road Cos Cob CT 06807	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-09-21	8,200,000	$0.00	161,660,868	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Footnotes

On September 21, 2012, LED Holdings, LLC ("LED") and LED Effects, Inc. ("LED Effects") entered into a Redemption of Membership Interest pursuant to which LED redeemed the 1,000,000 Class B Units of LED held by LED Effects in exchange for 8,200,000 shares of common stock of Lighting Science Group Corporation (the "Issuer").
Craig Cogut ("Mr. Cogut") may be deemed to indirectly beneficially own 133,117,333 shares of the Issuer's common stock directly held by LSGC Holdings LLC ("Holdings") because of Mr. Cogut's relationship with Pegasus Partners IV, L.P. ("Pegasus Partners"), the managing member of Holdings. 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, LLC ("Pegasus Capital"). Mr. Cogut may be deemed to directly or indirectly control Pegasus Capital. Mr. Cogut may be deemed to indirectly beneficially own 1,464,950 shares of the Issuer's common stock, 18,316 shares of Series I Convertible Preferred Stock (the "Series I Preferred Stock") and an option to purchase 21,131 shares of Series I Preferred Stock directly held by PCA LSG Holdings, LLC ("PCA Holdings") (Continued in footnote 3)
because 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 also may be deemed to indirectly beneficially own 2,877,314 shares of the Issuer's common stock, 15,577 shares of Series I Preferred Stock and an option to purchase 21,131 shares of Series I Preferred Stock directly held by LSGC Holdings II LLC ("Holdings II") because Pegasus Partners may be deemed to have voting and dispositive power over such securities due to its membership interest in Holdings II. Pegasus Partners is the sole member of Holdings II. In addition, Mr. Cogut may be deemed to indirectly beneficially own 2,969,697 shares of the Issuer's common stock and an option to purchase 21,131 shares of Series I Preferred Stock directly held by Pegasus Partners because of Mr. Cogut's relationship with Pegasus Partners. (Continued in footnote 4)
Mr. Cogut also may be deemed to indirectly beneficially own 20,972,496 shares of the Issuer's common stock directly held by LED due to his relationship with Holdings which may be deemed to have voting and dispositive power over the shares as a member of LED. In addition, PP IV LED, LLC ("PP IV") and PP IV (AIV) LED, LLC ("PP IV (AIV)") may be deemed to indirectly beneficially own the 20,972,496 shares of the Issuer's common stock directly held by LED and the 133,117,333 shares of the Issuer's common stock directly held by Holdings due to their membership interests in Holdings. Furthermore, Mr. Cogut may be deemed to indirectly beneficially own 137,754 shares of the Issuer's common stock and 121,324 shares of the Issuer's restricted common stock that represent payment of director fees paid by the Issuer to Pegasus Capital Advisors IV, L.P. ("Pegasus Advisors IV"). (Continued in footnote 5)
Pegasus Capital Advisors IV GP, LLC ("Pegasus Advisors IV GP") is the general partner of Pegasus Advisors IV and Mr. Cogut is the sole owner and managing member of Pegasus Advisors IV GP. Mr. Cogut also may be deemed to indirectly beneficially own an option to purchase 21,131 shares of the Issuer's Series I Preferred Stock directly held by Pegasus Capital Advisors, L.P. ("Pegasus Advisors"). Pegasus Capital Advisors GP, L.L.C. ("Pegasus Advisors GP") is the general partner of Pegasus Advisors and Mr. Cogut is the sole owner and managing member of Pegasus Advisors GP. Mr. Cogut disclaims beneficial ownership of the securities directly held by Holdings, PCA Holdings, Holdings II, Pegasus Partners, LED, Pegasus Advisors IV and Pegasus Advisors except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Cogut is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (Continued in footnote 6)
In addition, Pegasus Capital disclaims beneficial ownership of any of the Issuer's securities directly held by PCA Holdings except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Pegasus Capital is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Furthermore, Pegasus Capital, Pegasus GP, Pegasus Investors, Pegasus Partners, PP IV and PP IV (AIV) each disclaims beneficial ownership of any of the Issuer's securities directly held by Holdings except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Capital, Pegasus GP, Pegasus Investors, Pegasus Partners, PP IV or PP IV (AIV) is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (Continued in footnote 7)
Pegasus Capital, Pegasus GP and Pegasus Investors each disclaims beneficial ownership of any of the Issuer's securities directly held by Pegasus Partners except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Capital, Pegasus GP or Pegasus Investors is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Pegasus Capital, Pegasus GP, Pegasus Investors and Pegasus Partners each disclaims beneficial ownership of any of the Issuer's 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 any of Pegasus Capital, Pegasus GP, Pegasus Investors or Pegasus Partners is the beneficial owner of such securities for purposes of Section 16 or any other purpose. (Continued in footnote 8)
Pegasus Capital, Pegasus GP, Pegasus Investors, Pegasus Partners, PP IV, PP IV (AIV) and Holdings each disclaims beneficial ownership of any of the Issuer's securities directly held by LED except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Pegasus Capital, Pegasus GP, Pegasus Investors, Pegasus Partners, PP IV, PP IV (AIV) or Holdings is the beneficial owner of such securities for purposes of Section 16 or any other purpose.