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(b)

(Amendment No. 2)

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

STR Holdings, Inc., a Delaware corporation (the “Issuer”).

18 Craftsman Road

East Windsor, CT 06088

Riley Investment Partners, L.P., a Delaware limited partnership (“RIP”)

Riley Investment Management, LLC, a Delaware limited liability company (“RIM”)

B. Riley & Co., LLC, a Delaware limited liability company (“BRC”)

B. Riley & Co., LLC 401(k) Profit Sharing Plan (“BRC Profit Sharing Plan”)

Bryant R. Riley (“Mr. Riley”)

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

Each of RIP, RIM and BRC is organized under the laws of the State of Delaware.  Mr. Riley is a citizen of the United States of America.

Common Stock, par value $0.01 (the “Common Stock”)

78478V100

As of the close of business on the date hereof, RIP owned directly 175,920 shares of Common Stock. RIM, as the investment advisor and general partner of RIP, may be deemed to beneficially own the 175,920 shares of Common Stock owned directly by RIP. Mr. Riley, as the Managing Member of RIP, may be deemed to beneficially own the 175,920 shares of Common Stock owned directly by RIP.

As of the close of business on the date hereof, BRC owned directly 180,901 shares of Common Stock. Mr. Riley, as the Chairman of BRC, may be deemed to beneficially own the 180,901 shares of Common Stock owned directly by BRC.

As of the close of business on the date hereof, BRC Profit Sharing Plan owned directly 33,333 shares of Common Stock. Mr. Riley, as the Trustee of BRC Profit Sharing Plan, may be deemed to beneficially own the 33,333 shares of Common Stock owned directly by BRC Profit Sharing Plan.

As of the close of business on the date hereof, Mr. Riley beneficially owned 111,666 shares of Common Stock, 228,181 shares of Common Stock held in custodial accounts for the benefit of his family members of which he is the custodian and 3,119 shares of restricted Common Stock he received in his capacity as a director of the Issuer.

The foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock that are not directly owned by such Reporting Person.

The aggregate percentage of shares reported owned by each Reporting Person is based upon approximately 18,100,000 shares outstanding, as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on January 26, 2015.

As of the close of business on the date hereof, RIP owned directly approximately 1.0% of the outstanding shares of Common Stock. By virtue of their relationships with RIP described above in Item 4(a), each of RIM and Mr. Riley may be deemed to beneficially own the approximately 1.0% of the outstanding shares of Common Stock owned directly by RIP.

As of the close of business on the date hereof, BRC owned directly approximately 1.0% of the outstanding shares of Common Stock. By virtue of his relationship with BRC described above in Item 4(a), Mr. Riley may be deemed to beneficially own the approximately 1.0% of the outstanding shares of Common Stock owned directly by BRC.

As of the close of business on the date hereof, BRC Profit Sharing Plan owned directly approximately 0.2% of the outstanding shares of Common Stock. By virtue of his relationship with BRC Profit Sharing Plan described above in Item 4(a), Mr. Riley may be deemed to beneficially own the approximately 0.2% of the outstanding shares of Common Stock owned directly by BRC Profit Sharing Plan.

As of the close of business on the date hereof, Mr. Riley beneficially owned the approximately 0.6% of the outstanding shares of Common Stock, the approximately 1.3% of the outstanding shares of Common Stock held in custodial accounts for the benefit of his family members, and the approximately 0.02% of the outstanding shares of restricted Common Stock he received in his capacity as a director of the Issuer, which, together with the approximately 2.2% of the outstanding shares of Common Stock collectively owned by RIP, BRC and BRC Profit Sharing Plan that Mr. Riley may also be deemed to beneficially own, constitutes approximately 4.1% of the outstanding shares of Common Stock.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

If this statement 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   [X] .

Not Applicable.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its 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.

SIGNATURE

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

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01, of STR Holdings, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.