Sec Form 4 Filing - RED MOUNTAIN CAPITAL PARTNERS LLC @ STR HOLDINGS, INC. - 2013-12-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RED MOUNTAIN CAPITAL PARTNERS LLC 2. Issuer Name and Ticker or Trading Symbol STR HOLDINGS, INC. [ STRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Please refer to Remarks below. (Last) (First) (Middle) 10100 SANTA MONICA BOULEVARD, SUITE 925 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2013 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/13/2013 S 675,000 D $ 1.5013 ( 1 ) 5,529,132 I Through RMP ( 2 ) Common Stock 12/16/2013 S 45,350 D $ 1.5101 ( 3 ) 5,483,782 I Through RMP ( 2 ) Common Stock 12/17/2013 S 198,800 D $ 1.473 ( 4 ) 5,284,982 I Through RMP ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES, CA90067 Please refer to Remarks below. MESDAG WILLEM 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES, CA90067 Please refer to Remarks below. RMCP GP LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES, CA90067 Please refer to Remarks below. RED MOUNTAIN CAPITAL MANAGEMENT INC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES, CA90067 Please refer to Remarks below. RED MOUNTAIN PARTNERS, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES, CA90067 X RED MOUNTAIN CAPITAL PARTNERS II, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES, CA90067 Please refer to Remarks below. Signatures /s/ Willem Mesdag (on behalf of himself and the other reporting persons hereunder) 12/17/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Weighted average price of shares sold on the open market on December 13, 2013. 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 )Previously, 6,204,132 shares of STRI were reported as being held by Red Mountain Capital Partners II, L.P. ("RMCP II"). Red Mountain Partners, L.P. ("RMP") owns 100% of the economic interest in RMCP II. As part of an internal restructuring, RMCP II distributed these shares to RMP in a transaction that resulted in a change in the form of beneficial ownership of these shares but not a change in pecuniary interest. As a result, and after taking into account the trades effected on December 13, 2013, December 16, 2013, and December 17, 2013, RMP now directly holds 5,284,982 shares of STRI. ( 3 )Weighted average price of shares sold on December 16, 2013. 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. ( 4 )Weighted average price of shares sold on the open market on December 17, 2013. 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) RMCP II, (iii) RMP, (iv) RMCP GP LLC ("RMCP GP"), (v) Red Mountain Capital Management, Inc. ("RMCM"), and (vi) Willem Mesdag. RMCP GP serves as the general partner of RMP and served as the general partner of RMCP II, which has since been dissolved. 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.

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