0000902664-17-000528.txt : 20170130 0000902664-17-000528.hdr.sgml : 20170130 20170130142047 ACCESSION NUMBER: 0000902664-17-000528 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170130 DATE AS OF CHANGE: 20170130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Real Goods Solar, Inc. CENTRAL INDEX KEY: 0001425565 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] 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: 17556700 BUSINESS ADDRESS: STREET 1: 110 16TH STREET, 3RD FLOOR CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-222-3600 MAIL ADDRESS: STREET 1: 110 16TH STREET, 3RD FLOOR CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empery Asset Management, LP CENTRAL INDEX KEY: 0001469336 IRS NUMBER: 262107121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-608-3300 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA, SUITE 1205 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 p17-0349sc13ga.htm REAL GOODS SOLAR, INC.
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)
 

Common Stock, $0.0001 par value

(Title of Class of Securities)
 

75601N302

(CUSIP Number)
 

December 31, 2016

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*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).

 

CUSIP No. 75601N30213G/APage 2  of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Empery Asset Master, LTD

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

592 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

34,777 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)

 

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

592 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

34,777 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

592 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

34,777 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.90% (See Item 4)

12

TYPE OF REPORTING PERSON

CO

         

 

CUSIP No. 75601N30213G/APage 3  of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Empery Tax Efficient, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

440 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

17,659 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)

 

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

440 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

17,659 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

440 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

17,659 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.51% (See Item 4)

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 75601N30213G/APage 4  of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Empery Tax Efficient II, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

215 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

23,323 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)

 

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

215 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

23,323 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

215 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

23,323 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.95% (See Item 4)

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 75601N30213G/APage 5  of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Empery Asset Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,247 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

75,759 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)*

 

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,247 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

75,759 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)*

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,247 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

75,759 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)*

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

PN

         

 

* As more fully described in Item 4, the Series I Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No. 75601N30213G/APage 6  of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Ryan M. Lane

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,247 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

75,759 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)*

 

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,247 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

75,759 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)*

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,247 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

75,759 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)*

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN

         

 

* As more fully described in Item 4, the Series I Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No. 75601N30213G/APage 7  of 9 Pages

 


1

NAMES OF REPORTING PERSONS

Martin D. Hoe

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,247 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

75,759 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)*

 

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,247 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

75,759 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)*

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,247 shares of Common Stock issuable upon exercise of Warrants (See Item 4)

75,759 shares of Common Stock issuable upon exercise of Series I Warrants (See Item 4)*

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN

         

 

* As more fully described in Item 4, the Series I Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

 

CUSIP No. 75601N30213G/APage 8  of 9 Pages

 

This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on July 29, 2016 (the "Original Schedule 13G" as amended, the "Schedule 13G"), with respect to shares of Common Stock, $0.0001 par value (the "Common Stock"), of Real Goods Solar, Inc. (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 4 and 5 in their entirety as set forth below.

 

Item 4. OWNERSHIP.

 

   

The information as of the date of the this filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 1,183,150 shares of Common Stock issued and outstanding as of December 23, 2016, as represented in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 30, 2016 (but after giving effect to the 1:30 reverse stock split that was consummated by the Company on January 25, 2017) and assumes the exercise of the Company’s reported warrants (the "Reported Warrants") subject to the Blockers (as defined below) with respect to the Series I Warrants. All of the share numbers referenced in this statement give effect to the 1:30 reverse stock split consummated by the Company on January 25, 2017.

 

Pursuant to the terms of the Series I Warrants, the Reporting Persons cannot exercise the Reported Series I Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the "Blockers"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires filing of this statement, the Reporting Persons were not able to exercise all of the Series I Warrants due to the Blocker.

 

The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock underlying the Reported Warrants (subject to the Blockers) held by the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Empery Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

  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]
   

 

 

CUSIP No. 75601N30213G/APage 9  of 9 Pages

 

SIGNATURES

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

DATED: January 30, 2017

   
   
  EMPERY ASSET MANAGEMENT, LP
  By: EMPERY AM GP, LLC, its General Partner, on behalf of itself and each of the Empery Funds
   
  By: _/s/ Ryan M. Lane___________________
  Name:  Ryan M. Lane
  Title:  Managing Member
   
  _/s/ Ryan M. Lane______________________
  Ryan M. Lane
   
  _/s/ Martin D. Hoe______________________
  Martin D. Hoe