Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Pegasus Investors V (GP), L.L.C.

2. Date of Event Requiring Statement (MM/DD/YYYY) 2/18/2014

3. Issuer Name and Ticker or Trading Symbol

LIGHTING SCIENCE GROUP CORP [LSCG]

(Last) (First) (Middle)

C/O PEGASUS CAPITAL ADVISORS, L.P., 99 RIVER ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

COS COB, CT 06807

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

Remarks:
Craig Cogut, Steven Wacaster, Richard H. Davis, Jr. and Warner Philips, affiliates and 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.

No securities are beneficially owned.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pegasus Investors V (GP), L.L.C. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT 06807	X
Pegasus Capital Partners IV, L.P. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT 06807	X
Pegasus Capital Partners V, L.P. C/O PEGASUS CAPITAL ADVISORS, L.P. 99 RIVER ROAD COS COB, CT 06807	X

Signatures
PEGASUS INVESTORS V (GP), L.L.C., Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster		2/21/2014
^** Signature of Reporting Person		Date
PEGASUS CAPITAL PARTNERS IV, L.P., By: Pegasus Investors IV GP, L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster		2/21/2014
^** Signature of Reporting Person		Date
PEGASUS CAPITAL PARTNERS V, L.P., By: Pegasus Investors V (GP), L.L.C., its general partner, Name: Steven Wacaster, Title: Vice President, /s/ Steven Wacaster		2/21/2014
^** Signature of Reporting Person		Date

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 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.