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
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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*
McCalmont D. Thompson

(Last) (First) (Middle)
833 WEST SOUTH BOULDER ROAD

(Street)
LOUISVILLE CO 80027-2452

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Real Goods Solar, Inc. [ RSOL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2009
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
Class A Common Stock 05/01/2009 J(1) 363,504 A (1) 2,410,760 I(1) McCalmont Living Trust dated September 3, 2004(1)
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
Stock Option (right to buy) $1.92 03/04/2009 A 10,000 (2) 03/04/2016 Class A Common Stock 10,000 $0.00 10,000 D(3)
Stock Option (right to buy) $1.92 03/04/2009 A 10,000 (2) 03/04/2016 Class A Common Stock 10,000 $0.00 10,000 D(4)
1. Name and Address of Reporting Person*
McCalmont D. Thompson

(Last) (First) (Middle)
833 WEST SOUTH BOULDER ROAD

(Street)
LOUISVILLE CO 80027-2452

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
McCalmont Darlene J.

(Last) (First) (Middle)
833 WEST SOUTH BOULDER ROAD

(Street)
LOUISVILLE CO 80027-2452

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares were issued as contingent merger consideration pursuant to which the the issuer acquired all the issued and outstanding capital stock of Regrid Power, Inc., a California corporation, and were issued to the McCalmont Living Trust dated September 3, 2004, of which D. Thompson McCalmont and Darlene McCalmont are the sole trustees and beneficiaries. Darlene J. McCalmont transferred her shares to the McCalmont Living Trust dated September 3, 2004.
2. Options commence vesting only upon the attainment of a certain amount of pre-tax income for the year ending December 31, 2009 and vest 2% per month over 50 months thereafter.
3. Directly owned by D. Thompson McCalmont.
4. Directly owned by Darlene J. McCalmont.
Remarks:
Thomas R. Stephens Attorney-in-Fact for D. Thompson McCalmont and Darlene J. McCalmont 08/18/2009
** 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.