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 *

BELLUCK DAVID L
2. Issuer Name and Ticker or Trading Symbol

Real Goods Solar, Inc. [ RGSE ]
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)

C/O REAL GOODS SOLAR, INC., 833 W. SOUTH BOULDER ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

6/25/2015
(Street)

LOUISVILLE, CO 80027-2452
(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
Class A Common Stock   6/25/2015     P    915000   (1) A $3.29   1306533   (2) I   By Riverside Renewable Energy Investments, LLC   (3)
Class A Common Stock                  3994   (4) 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

Explanation of Responses:
( 1)  The shares of Class A Common Stock ("Common Stock") of Real Goods Solar, Inc. (the "Issuer") were issued upon the conversion of the indebtedness outstanding under certain notes held by Riverside Fund III, L.P. (the "Fund"), an affiliate of Riverside Renewable Energy Investments, LLC (the "Company"), pursuant to a Conversion Agreement, by and between the Fund and the Issuer (the "Conversion Agreement"). Such conversion was affected using a conversion ratio equal to $3.29, the closing price of one share of Common Stock on June 23, 2015, the date before entering into the Conversion Agreement. On June 25, 2015, the Fund assigned to the Company its rights, title and interest to the Conversion Agreement, including, without limitation, the Common Stock issued pursuant to the Conversion Agreement.
( 2)  The number of shares reported on this Form 4 has been adjusted to reflect the Issuer's consummation on May 17, 2015 of a reverse stock split of all outstanding shares of Common Stock at a ratio of one-for-twenty whereby twenty shares of Common Stock were combined into one share of Common Stock. As a result, the 7,830,647 shares reported on the Form 4 dated February 17, 2015 were converted to 391,533 shares following the reverse stock split.
( 3)  David Belluck controls Riverside Partners III, LLC, which is the general partner of Riverside Partners III, LP, which is the general partner of Riverside Fund III, LP. Riverside Renewable Energy Investments, LLC is a wholly owned subsidiary of Riverside Fund III, L.P. As such, Mr. Belluck may be deemed to indirectly control Riverside Renewable Energy Investments, LLC and may also be deemed to have indirect beneficial ownership of the Real Goods Solar, Inc. shares directly beneficially owned by Riverside Renewable Energy Investments, LLC; however, Mr. Belluck disclaims such beneficial ownership.
( 4)  The number of shares reported on this Form 4 has been adjusted to reflect the Issuer's consummation on May 17, 2015 of a reverse stock split of all outstanding shares of Common Stock at a ratio of one-for-twenty whereby twenty shares of Common Stock were combined into one share of Common Stock. As a result, the 79,861 shares reported on the Form 4 dated February 17, 2015 were converted to 3,994 shares following the reverse stock split.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BELLUCK DAVID L
C/O REAL GOODS SOLAR, INC.
833 W. SOUTH BOULDER ROAD
LOUISVILLE, CO 80027-2452
X



Signatures
/s/ Rikard D. Lundberg, as attorney-in-fact 6/29/2015
** 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).
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