Withdrawal of Registration Statement (rw)
May 13 2016 - 5:43PM
Edgar (US Regulatory)
May 13, 2016
VIA EDGAR
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
|
Re:
|
Application to withdraw Registration Statement on Form S-3 of Real Goods Solar, Inc., File Number 333-210842
|
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended
(the “Securities Act”), Real Goods Solar, Inc. (the “Company”) hereby requests that its Registration Statement
on Form S-3, originally filed on April 20, 2016, File No. 333-210842, as amended, together with all exhibits thereto (collectively,
the “Registration Statement”), be withdrawn and that an order of the Securities and Exchange Commission (the “Commission”)
granting such withdrawal be issued on or before May 31, 2016.
The Registration Statement was filed in accordance with the Company’s
contractual obligations to file and seek effectiveness of a registration statement covering the resale by the selling shareholders
identified in the Registration Statement of shares of the Company’s Class A common stock underlying securities issuable to
the selling shareholders under the terms of a securities purchase agreement. The registration rights agreement associated with
the securities purchase agreement and the Company’s obligations thereunder have been terminated. No securities of the Company
have been sold pursuant to the Registration Statement.
In accordance with Rule 457(p) under the Securities Act, the Company
requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company
for future use.
The Company requests that the Commission issue an order granting
the withdrawal of the Registration Statement effective as of the date hereof and provide a copy of such order to Rikard Lundberg,
Esq. of Brownstein Hyatt Farber Schreck, the Company’s corporate counsel, by email at rlundberg@bhfs.com or facsimile at
(303) 223-8032.
If you have any questions regarding the foregoing application for
withdrawal, please contact Mr. Lundberg at 303-223-1232.
Thank you,
/s/ Paul Anderson
Chief Administrative Officer & General Counsel
Real Goods Solar, Inc.
833 W. South Boulder Road, Louisville,
CO 80027 | tel. 888.567.6527 | fax 303.222.8323 |
RGSEnergy.com