Statement of Changes in Beneficial Ownership (4)
July 16 2015 - 7:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
BELLUCK DAVID L
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2. Issuer Name
and
Ticker or Trading Symbol
Real Goods Solar, Inc.
[
RGSE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O REAL GOODS SOLAR, INC., 833 W. SOUTH BOULDER ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/15/2015
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(Street)
LOUISVILLE, CO 80027-2452
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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7/15/2015
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P
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378156
(1)
(2)
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A
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$3.29
(1)
(2)
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1679689
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I
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By Riverside Renewable Energy Investments, LLC
(3)
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Class A Common Stock
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3994
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The shares of Class A Common Stock ("Common Stock") of Real Goods Solar, Inc. (the "Issuer") were issued pursuant to a Conversion Agreement, by and between Riverside Fund III, L.P. (the "Fund") and the Issuer (the "Conversion"), as assigned by the Fund to Riverside Renewable Energy Investments, LLC (the "Company") on June 25, 2015. Pursuant to the Conversion, the Company had the right to receive an additional 378,156 shares of Common Stock (the "Capacity Shares") upon delivery by the Company of one or more written notices to the Issuer of the Company's election to receive all or any portion of the Capacity Shares, so long as such issuance(s) would not result in the Company (together with its affiliates) holding shares of Common Stock in excess of 19.99% of the Issuer's outstanding shares of Common Stock immediately after giving effect to such issuance, unless the Issuer's shareholders shall have previously approved such issuance in compliance with Nasdaq Rule 5635(b).
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(
2)
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On July 15, 2015, after learning that the issuance of the Capacity Shares would not result in the Company (together with its affiliates) holding shares of Common Stock in excess of 19.99% of the Issuer's outstanding shares of Common Stock, the Company provided such notice and was issued all of the remaining Capacity Shares. Under the Conversion, such shares had a deemed price per share of $3.29.
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(
3)
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David Belluck controls Riverside Partners III, L.L.C., which is the general partner of Riverside Partners III, L.P., which is the general partner of the Fund. The Company is a wholly owned subsidiary of the Fund. As such, Mr. Belluck may be deemed to indirectly control the Company and may also be deemed to have indirect beneficial ownership of the Common Stock directly beneficially owned by the Company; however, Mr. Belluck disclaims such beneficial ownership.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BELLUCK DAVID L
C/O REAL GOODS SOLAR, INC.
833 W. SOUTH BOULDER ROAD
LOUISVILLE, CO 80027-2452
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X
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Signatures
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/s/ Jeffrey M. Knetsch, as attorney-in-fact
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7/16/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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