*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
|
CUSIP No.
75601N302
|
13G
|
Page
2
of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Empery Asset Master, LTD
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
6
|
SHARED VOTING POWER
233,338 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
233,338 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,338 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
* As more fully described in Item 4, the Notes are subject to a
9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full
conversion of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
|
CUSIP No.
75601N302
|
13G
|
Page
3
of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Empery Tax Efficient, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
6
|
SHARED VOTING POWER
173,262 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
173,262 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,262 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
* As more fully described in Item 4, the Notes are subject to a
9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full
conversion of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
|
CUSIP No.
75601N302
|
13G
|
Page
4
of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Empery Tax Efficient II, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
6
|
SHARED VOTING POWER
84,671 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
84,671 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,671 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
* As more fully described in Item 4, the Notes are subject to a
9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full
conversion of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
|
CUSIP No.
75601N302
|
13G
|
Page
5
of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Empery Asset Management, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
6
|
SHARED VOTING POWER
491,271 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
491,271 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,271 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
* As more fully described in Item 4, the Notes are subject to a
9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item
4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full
conversion of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
|
CUSIP No.
75601N302
|
13G
|
Page
6
of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Ryan M. Lane
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
6
|
SHARED VOTING POWER
491,271 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
491,271 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,271 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
* As more fully described in Item 4, the Notes are subject
to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in
Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full conversion of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of
Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
|
CUSIP No.
75601N302
|
13G
|
Page
7
of 13 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
Martin D. Hoe
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
6
|
SHARED VOTING POWER
491,271 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
8
|
SHARED DISPOSITIVE POWER
491,271 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,271 shares of Common Stock issuable upon conversion
of the Notes (See Item 4)*
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Item 4)*
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
* As more fully described in Item 4, the Notes are subject
to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in
Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full conversion of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of
Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities
reported in rows (6), (8) and (9).
|
CUSIP No.
75601N302
|
13G
|
Page
8
of 13 Pages
|
|
Item 1(a).
|
NAME OF ISSUER:
|
|
|
|
|
|
The name of the issuer is Real Goods Solar, Inc. (the "
Company
").
|
|
Item 1(b).
|
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
|
|
|
|
|
|
The Company's principal executive offices are located at 833 West South Boulder Road, Louisville, CO 80027.
|
|
Item 2(a).
|
NAME OF PERSON FILING:
|
|
|
This statement is filed by the entities and persons listed below,
who are collectively referred to herein as "
Reporting Persons
," with respect to the shares of Common Stock (as
defined in Item 2(d) below) of the Company:
Empery Funds
(i) Empery Asset Master, Ltd., to which the Investment Manager
(as defined below) serves as investment manager, with respect to the shares of Common Stock underlying the Reported Notes held
by it (the "
EAM Fund
").
(ii) Empery Tax Efficient, LP, to which the Investment Manager serves
as investment manager, with respect to the shares of Common Stock underlying the Reported Notes held by it (the "
ETE Fund
").
(iii) Empery Tax Efficient II, LP, to which the Investment Manager
serves as investment manager, with respect to the shares of Common Stock underlying the Reported Notes held by it (the "
ETE
II Fund
" and collectively with the EAM Fund, the ETE Fund, the "
Empery Funds
").
Investment Manager
(iv) Empery Asset Management, LP (the "
Investment Manager
"),
with respect to the shares of Common Stock underlying the Reported Notes held by the Empery Funds.
Reporting Individuals
(v) Mr. Ryan M. Lane ("
Mr. Lane
"), with respect
to the shares of Common Stock underlying the Reported Notes held by the Empery Funds.
(vi) Mr. Martin D. Hoe ("
Mr. Hoe
"), with respect
to the shares of Common Stock underlying the Reported Notes held by the Empery Funds.
The Investment Manager serves as the investment manager to each
of the Empery Funds. Each of the Mr. Lane and Mr. Hoe (the "
Reporting Individuals
") is a Managing Member of Empery
AM GP, LLC (the "
General Partner
"), the general partner of the Investment Manager.
|
|
CUSIP No.
75601N302
|
13G
|
Page
9
of 13 Pages
|
|
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
|
|
The address of the business office of each of the Reporting Persons
is:
1 Rockefeller Plaza, Suite 1205
New York, New York 10020
|
|
|
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
|
|
Item 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
|
|
|
|
|
Common Stock, $0.0001 par value (the "
Common Stock
")
|
|
Item 2(e).
|
CUSIP NUMBER:
|
|
|
|
|
|
75601N302
|
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
|
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act,
|
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act,
|
|
|
(c)
|
¨
|
Insurance Company as defined in Section 3(a)(19) of the Act,
|
|
|
(d)
|
¨
|
Investment Company registered under Section 8 of the Investment Company Act of 1940,
|
|
|
(e)
|
¨
|
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
|
|
|
(f)
|
¨
|
Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
|
|
|
(g)
|
¨
|
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
|
|
|
(h)
|
¨
|
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
|
|
|
(i)
|
¨
|
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
|
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
|
CUSIP No.
75601N302
|
13G
|
Page
10
of 13 Pages
|
|
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify
the type of institution: ______________________________________
|
|
|
|
The information as of the date of the this filing of this statement
required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each
Reporting Person is based on 662,917 shares of Common Stock issued and outstanding as of July 14, 2016, as represented in the Company’s
Amendment No. 2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 21, 2016 and
assumes the conversion of the Company’s reported convertible notes (the "
Reported Notes
") subject to the
Blockers (as defined below).
Pursuant to the terms of the Reported Notes, the Reporting Persons
cannot convert the Reported Notes to the extent the Reporting Persons would beneficially own, after any such conversion, more than
9.99% of the outstanding shares of Common Stock (the "
Blockers
"), and the percentage set forth in Row 11 of the
cover page for each Reporting Person gives effect to the Blockers.
The Investment Manager, which serves as the investment manager to
the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Notes (subject
to the Blockers) held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the
Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of
Common Stock underlying the Reported Notes (subject to the Blockers) held by the Empery Funds. The foregoing should not be construed
in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another
Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any such
shares of Common Stock.
|
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
|
|
Not applicable.
|
|
|
|
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
|
|
Not applicable.
|
|
|
|
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
|
|
Not applicable.
|
|
|
|
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
|
|
Not applicable.
|
|
CUSIP No.
75601N302
|
13G
|
Page
11
of 13 Pages
|
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
|
|
Not applicable.
|
|
|
|
|
|
Each of the Reporting Persons hereby makes the following certification:
|
|
|
|
|
|
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
|
CUSIP No.
75601N302
|
13G
|
Page
12
of 13 Pages
|
SIGNATURES
After reasonable inquiry and to the best
of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: July 29, 2016
|
|
|
|
|
|
|
|
EMPERY ASSET MANAGEMENT, LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner, on behalf of itself and each of the Empery Funds
|
|
|
|
|
|
By: _
/s/ Ryan M. Lane
___________________
|
|
|
Name: Ryan M. Lane
|
|
|
Title: Managing Member
|
|
|
|
|
|
_
/s/ Ryan M. Lane
______________________
|
|
|
Ryan M. Lane
|
|
|
|
|
|
_
/s/ Martin D. Hoe
______________________
|
|
|
Martin D. Hoe
|
|
CUSIP No.
75601N302
|
13G
|
Page
13
of 13 Pages
|
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED: July 29, 2016
|
|
|
|
|
EMPERY ASSET MANAGEMENT, LP
|
|
|
By: EMPERY AM GP, LLC, its General Partner, on behalf of itself and each of the Empery Funds
|
|
|
|
|
|
By: _
/s/ Ryan M. Lane
___________________
|
|
|
Name: Ryan M. Lane
|
|
|
Title: Managing Member
|
|
|
|
|
|
_
/s/ Ryan M. Lane
______________________
|
|
|
Ryan M. Lane
|
|
|
|
|
|
_
/s/ Martin D. Hoe
______________________
|
|
|
Martin D. Hoe
|