SEC Form 4 · accession 0001179110-15-011254
Real Goods Solar, Inc. · RGSE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David L Belluck
Director
Period of report
Jul 15, 2015
Accepted (ET)
Jul 16, 2015 · 7:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001425565
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Jul 15, 2015 | P | 378,156 | $3.29 | A | 1,679,689 | I | By Riverside Renewable Energy Investments, LLC |
| Class A Common Stock | holding | — | — | — | 3,994 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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).
- F2On 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.
- F3David 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.