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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
RED MOUNTAIN CAPITAL PARTNERS LLC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STR HOLDINGS, INC. [ STRI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 08/15/2012 P 206,300 A $3.3977 (1) 5,148,311 I Through RMCP II
Common Stock 08/16/2012 P 113,321 A $3.376 (2) 5,261,632 I Through RMCP II
Common Stock 08/17/2012 P 18,500 A $3.4538 (3) 5,280,132 I Through RMCP II
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
RED MOUNTAIN CAPITAL PARTNERS LLC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RED MOUNTAIN CAPITAL PARTNERS II, L.P.

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RMCP GP LLC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RED MOUNTAIN CAPITAL MANAGEMENT INC

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MESDAG WILLEM

(Last) (First) (Middle)
10100 SANTA MONICA BOULEVARD
SUITE 925

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
Explanation of Responses:
1. Weighted average of shares acquired on August 15, 2012. RMCP LLC hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request by the SEC staff, the issuer, or a securityholder of the issuer.
2. Weighted average of shares acquired on August 16, 2012. RMCP LLC hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request by the SEC staff, the issuer, or a securityholder of the issuer.
3. Weighted average of shares acquired on August 16, 2012. RMCP LLC hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request by the SEC staff, the issuer, or a securityholder of the issuer.
Remarks:
This Form 4 is jointly filed by (i) Red Mountain Capital Partners LLC ("RMCP LLC"), (ii) Red Mountain Capital Partners II, L.P. ("RMCP II"), (iii) RMCP GP LLC ("RMCP GP"), (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Willem Mesdag. RMCP GP is the general partner of RMCP II. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interests therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Willem Mesdag (on behalf of himself and the other reporting persons hereunder) 08/17/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.