0001140361-12-003701.txt : 20120126 0001140361-12-003701.hdr.sgml : 20120126 20120126113115 ACCESSION NUMBER: 0001140361-12-003701 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120126 DATE AS OF CHANGE: 20120126 GROUP MEMBERS: NICHOLAS C. STIASSNI GROUP MEMBERS: STIASSNI CAPITAL LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Real Goods Solar, Inc. CENTRAL INDEX KEY: 0001425565 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 261851813 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84043 FILM NUMBER: 12546477 BUSINESS ADDRESS: STREET 1: 833 WEST SOUTH BOULDER ROAD CITY: LOUISVILLE STATE: CO ZIP: 80027 BUSINESS PHONE: 303-222-3600 MAIL ADDRESS: STREET 1: 833 WEST SOUTH BOULDER ROAD CITY: LOUISVILLE STATE: CO ZIP: 80027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STIASSNI CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001358323 IRS NUMBER: 550900784 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3400 PALOS VERDES DR. W CITY: RANCHO PALOS VERDES STATE: CA ZIP: 90275 BUSINESS PHONE: 310-544-0849 MAIL ADDRESS: STREET 1: 3400 PALOS VERDES DR. W CITY: RANCHO PALOS VERDES STATE: CA ZIP: 90275 SC 13G/A 1 formsc13ga.htm STIASSNI CAPITAL PARTNERS LP SC 13G/A 12-31-2011 formsc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)

 
Real Goods Solar, Inc.
(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)
 
75601N104
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
 
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
 
 
 
 
SCHEDULE 13G

CUSIP No.     75601N104
  
Page    2    of    10    Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Stiassni Capital Partners, LP
 
 
 
 
EIN:  55-0900784
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
850,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
850,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.4%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No.     75601N104
  
Page    3    of    10    Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Stiassni Capital, LLC
 
 
 
 
EIN:  55-0900777
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
850,000, all of which are held by Stiassni Capital Partners, LP (the "Fund").  Stiassni Capital, LLC ("LLC") is the general partner of the Fund.
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
850,000, all of which are held by the Fund.
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.4%
12
TYPE OF REPORTING PERSON
 
IA
 
 
 
 
 
SCHEDULE 13G

CUSIP No.     75601N104
  
Page    4    of    10    Pages
 
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Nicholas C. Stiassni
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
300
6
SHARED VOTING POWER
 
850,000, all of which are held by the Fund.  Nicholas C. Stiassni is Managing Member of LLC, which is the general partner of the Fund.
 
7
SOLE DISPOSITIVE POWER
 
300
8
SHARED DISPOSITIVE POWER
 
850,000, all of which are held by the Fund.  Nicholas C. Stiassni is Managing Member of LLC, which is the general partner of the Fund.
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
850,300
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.4%
12
TYPE OF REPORTING PERSON
 
IN

 
 
 
 
SCHEDULE 13G

CUSIP No.     75601N104
  
Page    5    of    10    Pages
 
Item 1.
Issuer.
 
(a)           The name of the issuer is Real Goods Solar, Inc. (the "Issuer").
 
(b)           The address of the Issuer's principal executive office is 833 South Boulder Road, Louisville, Colorado 80027-2452, U.S.A.
 
Item 2.
Reporting Person and Security.
 
(a)           Stiassni Capital Partners, LP (the "Fund") is a private investment limited partnership organized under California law.  The general partner of the Fund is Stiassni Capital, LLC ("LLC"), a California limited liability company.  Nicholas C. Stiassni is the Managing Member of LLC.  The Fund, LLC and Nicholas C. Stiassni are referred to herein as the "Reporting Persons."
 
(b)           The business address of the Fund, LLC and Nicholas C. Stiassni is 3400 Palos Verdes Drive West, Rancho Palos Verdes, California 90275.
 
(c)           The Fund is a California limited partnership.  LLC, its general partner, is a California limited liability company.
 
(d)           The title of the class of securities to which this statement relates is the Class A Common Stock of the Issuer, no par value (the "Class A Common Stock").
 
(e)           The CUSIP number is 75601N104.
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)           o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
(b)           o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)           o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)           o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)           o An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E);
 
(f)            o An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F);
 
(g)           o A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G);

 
 
 
 
SCHEDULE 13G
 
CUSIP No.     75601N104
  
Page    6    of    10    Pages
 
(h)           o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)            o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)            o A non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J);
 
(k)           o Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
 
Not Applicable.
 
Item 4.
Ownership.
 
On December 31, 2011, the Fund owned 850,000 shares of the Class A Common Stock of the Issuer.
 
LLC owned no securities of the Issuer directly.
 
Nicholas C. Stiassni owned no securities of the Issuer directly.
 
The right to vote and the right to dispose of the shares beneficially owned by the Fund are shared among the Fund and both LLC and Nicholas C. Stiassni.
 
The Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, reported that as of November 7, 2011, the Issuer had 15,801,403 shares of the Class A Common Stock outstanding.  Accordingly, assuming that the Issuer had the same number of shares of the Class A Common Stock outstanding on December 31, 2011, the individual Reporting Persons had beneficial ownership of the following numbers of shares of the Class A Common Stock on December 31, 2011, which represented the following percentages of the Class A Common Stock outstanding:
 
   
Shares Owned
    
Percentage
  
The Fund
     850,000       5.4 %
                 
LLC
     850,000       5.4 %
                 
Nicholas C. Stiassni
     850,300       5.4 %
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this Schedule is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o
 
Not Applicable.
 
 
 
 
 
SCHEDULE 13G

CUSIP No.     75601N104
  
Page    7    of    10    Pages
 
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 or Control Person.
 
Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my 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.

 
 
 
 
SCHEDULE 13G
 
CUSIP No.     75601N104
  
Page    8    of    10    Pages
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this  statement is true, complete and correct.
 
Dated:  January 24, 2012
STIASSNI CAPITAL PARTNERS, LP
     
 
By: STIASSNI CAPITAL, LLC,
 
its general partner
     
 
By:
/s/ Nicholas C. Stiassni
   
Nicholas C. Stiassni, Managing Member
     
Dated:  January 24, 2012
STIASSNI CAPITAL, LLC
     
 
By:
/s/ Nicholas C. Stiassni
   
Nicholas C. Stiassni, Managing Member
Dated:  January 24, 2012
    
     
   
/s/ Nicholas C. Stiassni
   
Nicholas C. Stiassni
 
 
 
 
 
SCHEDULE 13G

CUSIP No.     75601N104
  
Page    9    of    10    Pages
 
EXHIBIT INDEX
 
Exhibit A
Agreement of Joint Filing
 
 
 
 
 
SCHEDULE 13G
 
CUSIP No.     75601N104
  
Page    10    of    10    Pages
 
EXHIBIT A
 
AGREEMENT OF JOINT FILING
 
The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 a report on Schedule 13G, containing the information required by Schedule 13G, for shares of the common stock of Real Goods Solar, Inc. beneficially owned by Stiassni Capital Partners, LP, Stiassni Capital, LLC and Nicholas C. Stiassni and such other holdings as may be reported therein.
 
Dated:  January 24, 2012
 
 
STIASSNI CAPITAL PARTNERS, LP
     
 
By: STIASSNI CAPITAL, LLC, its general partner
     
 
By:
/s/ Nicholas C. Stiassni
 
  
Nicholas C. Stiassni, Managing Member
     
 
STIASSNI CAPITAL, LLC
     
 
By:
/s/ Nicholas C. Stiassni
   
Nicholas C. Stiassni, Managing Member
     
     
   
/s/ Nicholas C. Stiassni
   
Nicholas C. Stiassni