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 OF SECURITIES
                                                                                  
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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 *

Wagner Leon 		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                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

BUILDING 2A, 1227 SOUTH PATRICK DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/28/2014
(Street)

SATELLITE BEACH, FL 32937
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.001 per share   8/28/2014     A    5137   (1) A $0.00   1917882   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   $3.30   1/3/2011     M      12000   (2)      1/3/2011   1/3/2021   Common Stock, par value $0.001 per share   12000     (2) 12000   D    
Series I Conv. Preferred Stock, par value $0.001 per share   $1.18   (3) 5/25/2012     J      6651       5/25/2012     (3) Common Stock, par value $0.001 per share   7001053   (3)   (3) 6651   (3) D    
Option   $1.52   6/15/2012     M      15068   (4)      6/15/2012   5/25/2022   Common Stock, par value $0.001 per share   15068     (4) 15068   D    

Explanation of Responses:
( 1)  Represents restricted shares of common stock of Lighting Science Group Corporation (the "Issuer"), par value $0.001 per share (each, a "Share"), granted to Leon Wagner by the Issuer's board of directors as compensation for his service from August 28, 2014 through the end of the year as the chairman of the committee of independent directors of the Issuer. The Shares will vest in full on January 1, 2015.
( 2)  As compensation for Mr. Wagner's service during 2011 on the board of directors of the Issuer, the Issuer's board of directors granted Mr. Wagner stock options to purchase 12,000 Shares at an exercise price of $3.30 per Share. The stock options vested in full on the first day of the first calendar quarter of 2012.
( 3)  Each share of Series I Convertible Preferred Stock ("Series I Preferred Stock") is immediately convertible into approximately 1,052.6 Shares, subject to certain adjustments in the Stated Value (as defined in the Certificate of Designation governing the Series I Preferred Stock). The Series I Preferred Stock has no expiration date.
( 4)  As compensation for Mr. Wagner's service during 2012 as a member of the audit committee and committee of independent directors of the Issuer, the Issuer's board of directors granted Mr. Wagner stock options to purchase 15,068 Shares at an exercise price of $1.52 per Share, the closing price on May 24, 2012. The stock options vested in full on the first day of the fourth calendar quarter of 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wagner Leon
BUILDING 2A, 1227 SOUTH PATRICK DRIVE
SATELLITE BEACH, FL 32937 		X



Signatures
/s/ Leon Wagner 9/12/2014
** 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 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).
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.
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