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 *

LACEY DENNIS J
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
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and acting PFO
(Last)          (First)          (Middle)

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

5/31/2015
(Street)

LOUISVILLE, CO 80027
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

6/2/2015 
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

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
Employee stock option (right to buy)   $2.38   5/31/2015     A      20000   (1)        (2) 6/1/2022   Class A Common Stock   20000   (1) $0   20000   (1) D    

Explanation of Responses:
( 1)  The reporting person is filing this Form 4 amendment to reflect that he received 20,000 options on 5/31/2015 as opposed to 25,000 options as previously reported in the original Form 4 filed on June 2, 2015. The reporting person has not field any subsequent Section 16 filings after filing the original Form 4 for this transaction.
( 2)  25% of the option vested immediately upon grant and the remaining 75% of the option vests in 5% quarterly installments on the last day of each calendar quarter, beginning on June 30, 2015 and ending on June 30, 2020, when the option becomes fully vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LACEY DENNIS J
C/O REAL GOODS SOLAR, INC.,
833 WEST SOUTH BOULDER ROAD
LOUISVILLE, CO 80027
X
CEO and acting PFO

Signatures
/s/ Rikard D. Lundberg, Attorney-in-Fact for Dennis J. Lacey 8/31/2015
** 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).
Note: 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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