UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2

(AMENDMENT NO. 2)*
 

Envision Solar International, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

294 13Q 102

(CUSIP Number)

December 31, 2015

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1 (b)

☒ Rule 13d-1 (c)

☐ Rule 13d-1 (d)

* 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).

(Continued on following pages)

Page 1 of 6 Pages

* SEE INSTRUCTIONS BEFORE FILLING OUT!

* SEE INSTRUCTIONS BEFORE FILLING OUT!

* SEE INSTRUCTIONS BEFORE FILLING OUT!

This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (“Common Stock”) of Envision Solar International, Inc. beneficially owned by the Reporting Persons specified herein as of December 31, 2015 and amends and supplements the Schedule 13G dated as of and filed on April 4, 2014 and amended as of February 16, 2015 (“Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The Reporting Persons’ beneficial ownership of 10,375,613 shares of Common Stock constitutes 9.4% of all the outstanding shares of Common Stock, based upon 105,138,257 shares of Common Stock outstanding as of November 13, 2015, as reported by the Issuer in its most recent periodic report.

The Reporting Persons may be deemed to beneficially own a total of 10,375,613 shares of Common Stock, consisting of (i) 5,147,835 shares of Common Stock (“Shares”) held by Gemini Master Fund, Ltd. (“Gemini”), (ii) 1,500,000 shares of Common Stock issuable upon exercise of a Warrant issued to Gemini on or about February 28, 2014, and (iii) 3,727,778 shares of Common Stock issuable upon exercise of a Warrant issued to Gemini on or about February 28, 2014 (collectively, the “Warrants”), assuming that the Warrants are fully exercisable.

As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Gemini Strategies LLC, Inc., in its capacity as investment manager for Gemini, is the beneficial owner of the Shares or Warrants, or that Steven Winters, in his capacity as president or principal of Gemini Strategies LLC, Inc., is the beneficial owner of the Shares or Warrants. Each of Gemini Strategies LLC, Inc. and Steven Winters expressly disclaims any equitable or beneficial ownership of the Shares and Warrants.

By signing below the undersigned certify that, to the best of its/his 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 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.

SIGNATURE

After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (see 18 U.S.C. 1001).