Sec Form 4 Filing - BELLUCK DAVID L @ Real Goods Solar, Inc. - 2015-07-15

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 BELLUCK DAVID L 2. Issuer Name and Ticker or Trading Symbol Real Goods Solar, Inc. [ RGSE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O REAL GOODS SOLAR, INC., 833 W. SOUTH BOULDER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2015 (Street) LOUISVILLE, CO80027-2452 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class A Common Stock 07/15/2015 P 378,156 ( 1 ) ( 2 ) A $ 3.29 ( 1 ) ( 2 ) 1,679,689 I By Riverside Renewable Energy Investments, LLC ( 3 ) Class A Common Stock 3,994 D

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 BELLUCK DAVID L C/O REAL GOODS SOLAR, INC. 833 W. SOUTH BOULDER ROAD LOUISVILLE, CO80027-2452 X Signatures /s/ Jeffrey M. Knetsch, as attorney-in-fact 07/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class A Common Stock ("Common Stock") of Real Goods Solar, Inc. (the "Issuer") were issued pursuant to a Conversion Agreement, by and between Riverside Fund III, L.P. (the "Fund") and the Issuer (the "Conversion"), as assigned by the Fund to Riverside Renewable Energy Investments, LLC (the "Company") on June 25, 2015. Pursuant to the Conversion, the Company had the right to receive an additional 378,156 shares of Common Stock (the "Capacity Shares") upon delivery by the Company of one or more written notices to the Issuer of the Company's election to receive all or any portion of the Capacity Shares, so long as such issuance(s) would not result in the Company (together with its affiliates) holding shares of Common Stock in excess of 19.99% of the Issuer's outstanding shares of Common Stock immediately after giving effect to such issuance, unless the Issuer's shareholders shall have previously approved such issuance in compliance with Nasdaq Rule 5635(b). ( 2 )On July 15, 2015, after learning that the issuance of the Capacity Shares would not result in the Company (together with its affiliates) holding shares of Common Stock in excess of 19.99% of the Issuer's outstanding shares of Common Stock, the Company provided such notice and was issued all of the remaining Capacity Shares. Under the Conversion, such shares had a deemed price per share of $3.29. ( 3 )David Belluck controls Riverside Partners III, L.L.C., which is the general partner of Riverside Partners III, L.P., which is the general partner of the Fund. The Company is a wholly owned subsidiary of the Fund. As such, Mr. Belluck may be deemed to indirectly control the Company and may also be deemed to have indirect beneficial ownership of the Common Stock directly beneficially owned by the Company; however, Mr. Belluck disclaims such beneficial ownership.

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