SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Goldberg Arthur L

(Last)

(First)

(Middle)

C/O CLEAR SKIES SOLAR, INC.

200 OLD COUNTRY ROAD, SUITE 610

(Street)

MINEOLA

11501-4241

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Clear Skies Solar, Inc [ CSKH.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/13/2010		A		100,000	A	$0⁽¹⁾	3,115,934⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)⁽³⁾	$0.04	07/12/2010		A		600,000		⁽⁴⁾	07/11/2020	Common Stock	600,000	$0	600,000	D
Common Stock Warrant (right to buy)	$0.03⁽⁵⁾	07/13/2010		A		57,137		07/13/2010	07/27/2012	Common Stock	57,137	$0⁽⁶⁾	214,280	D
Common Stock Warrant (right to buy)	$0.03⁽⁵⁾	07/13/2010		A		66,660		07/13/2010	09/15/2012	Common Stock	66,660	$0⁽⁶⁾	249,993	D
Common Stock Warrant (right to buy)	$0.03⁽⁵⁾	07/13/2010		A		66,660		07/13/2010	01/05/2013	Common Stock	66,660	$0⁽⁶⁾	249,993	D

Explanation of Responses:

1. The shares were issued to Mr. Goldberg as consideration for and in connection with an amendment agreement between the Issuer and Mr. Goldberg, dated July 13, 2010 (the "Amendment Agreement"), to amend the terms of certain secured promissory notes and warrants held by Mr. Goldberg.

2. Includes 1,100,001 shares issuable upon conversion of outstanding promissory notes and 714,266 shares issuable upon exercise of outstanding warrants. Also includes various shares of our common stock issuable upon exercise of options that are vested or exercisable within 60 days in amounts and at exercise prices as follows: 256,250 shares at $0.12, 54,167 shares at $0.32, 325,000 shares at $0.09 and 200,000 shares at $0.17. Does not include certain shares of our common stock issuable upon exercise of options that will not vest within 60 days with amounts and at exercise prices as follows: 256,250 shares at $0.12, 108,333 shares at $0.32, 200,000 shares at $0.17 and 600,000 shares at $0.04.

3. The option was granted under the Issuer's 2010 Equity Incentive Plan.

4. The option becomes exercisable on January 12, 2011.

5. Reflects the new purchase price of the warrant pursuant to the terms of the Amendment Agreement.

6. The securities were issued to Mr. Goldberg as consideration for and in connection with the terms of the Amendment Agreement.

	/s/ Arthur L Goldberg	07/13/2010
	** Signature of Reporting Person	Date
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