GAIA, INC — Major Shareholding Notification 2009

Feb 17, 2009

SC 13G 1 a09-5763_1sc13g.htm SC 13G

| 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)

Class A Common Stock, par value $.0001 per share

(Title of Class of Securities)

75601N 104

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

1 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).

(Continued on following page(s))

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CUSIP No. 75601N 104 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Gaiam, Inc.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of
Organization Colorado
Number of Shares Beneficially Owned by Each Reporting Person With:	5.	Sole Voting Power: 10,000,000
	6.	Shared Voting Power:
	7.	Sole Dispositive Power: 10,000,000
	8.	Shared Dispositive Power:
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 10,000,000
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 56%
12.	Type of Reporting Person
(See Instructions) CO

2

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CUSIP No. 75601N 104 — 1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only). Jirka Rysavy
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
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: 10,000,000
	6.	Shared Voting Power:
	7.	Sole Dispositive Power: 10,000,000
	8.	Shared Dispositive Power:
9.	Aggregate Amount Beneficially
Owned by Each Reporting Person 10,000,000
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 56%
12.	Type of Reporting Person
(See Instructions) IN

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Item 1.	(a)	Name of Issuer: Real Goods Solar, Inc.
	(b)	Address of Issuer’s
Principal Executive Offices: 833 W. South Boulder Road, Louisville, Colorado 80027-2452
Item 2.
	(a)	Name(s) of Person(s)
Filing: Gaiam, Inc. Jirka Rysavy
	(b)	Address of Principal
Business Office or, if none, Residence 833 W. South Boulder Road, Louisville, Colorado 80027-2452
	(c)	Citizenship: Gaiam, Inc. is a Colorado corporation.
Mr. Rysavy is a citizen of the United States
	(d)	Title of Class of
Securities: Class A Common Stock, par value $.0001 per share
	(e)	CUSIP Number: 75601N 104
Item 3.	If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company
registered under section 8 of the Investment Company Act, (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in
accordance with §240.13d–1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with
§240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with §240.13d–1(b)(1)(ii)(J),
please specify the type of institution:____________________________
	Not applicable

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Item 4.	Ownership.
Each of Gaiam, Inc. and Mr. Rysavy, by virtue of
his stock ownership of Gaiam, Inc. and his positions with Gaiam, Inc., may be
deemed the beneficially own the following (all of which are directly owned by
Gaiam, Inc.):
	(a)	Amount beneficially
owned: 10,000,000 1
	(b)	Percent of class: 56% 1
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote: 10,000,000 1
		(ii)	Shared power to vote or to
direct the vote: 0
		(iii)	Sole power to dispose or
to direct the disposition of: 10,000,000 1
		(iv)	Shared power to dispose or
to direct the disposition of: 0
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 o .
Item 6.	Ownership of More than Five Percent
on Behalf of Another Person.
Not applicable
Item 7.	Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person.
Not applicable
Item 8.	Identification and Classification
of Members of the Group.
Not applicable
Item 9.	Notice of Dissolution of Group.
Not applicable
Item 10.	Certifications.
Not applicable

1 Includes 2,153,293 shares obtainable upon conversion of Class B Common Stock.

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Signature

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

February 16, 2009
Date
/s/ Jirka Rysavy
Signature
Jirka Rysavy, individually and as Chairman and Chief Executive Officer of Gaiam, Inc.
Name/Title

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