UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
RENESOLA LTD.
(Name of Issuer)
Ordinary Shares of no par value,
American Depositary Shares, each representing 10 Ordinary Shares
(Title of Class of Securities)
75971T301
(CUSIP Number)
Shah Capital Management, Inc.
8601 Six Forks Road, Suite 630
Raleigh, NC 27615
(919) 719-6360
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 4, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240-13d.1(f) or 240.13d-1(g), check the following box: [X]
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | 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 on 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 pages)
| CUSIP NO. 75971T301 | 13D | Page 2 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Shah Capital Management | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO (Other)
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of North Carolina, United States of America
| ||
|
NUMBER OF
|
7 |
SOLE VOTING POWER
N/A
| |
| 8 |
SHARED VOTING POWER
16,008,634 shares | ||
| 9 |
SOLE DISPOSITIVE POWER
N/A
| ||
| 10 |
SHARED DISPOSITIVE POWER
16,008,634 shares | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,008,634 shares | ||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
26.56% of the outstanding shares | ||
| 12 |
TYPE OF REPORTING PERSON
IA (Investment Adviser)
| ||
| CUSIP NO. 75971T301 | 13D | Page 3 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Shah Capital Opportunity Fund LP | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
OO (Other)
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America
| ||
|
NUMBER OF
|
7 |
SOLE VOTING POWER
N/A
| |
| 8 |
SHARED VOTING POWER 15,620,899 shares | ||
| 9 |
SOLE DISPOSITIVE POWER
N/A
| ||
| 10 |
SHARED DISPOSITIVE POWER
15,620,899 shares | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,620,899 shares | ||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.92% of the outstanding shares | ||
| 12 |
TYPE OF REPORTING PERSON
PN (Partnership)
| ||
| CUSIP NO. 75971T301 | 13D | Page 4 of 11 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Himanshu H. Shah | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ] | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
PF (Personal Funds)
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
| ||
|
NUMBER OF
|
7 |
SOLE VOTING POWER
56,370 shares | |
| 8 |
SHARED VOTING POWER
16,008,634 shares | ||
| 9 |
SOLE DISPOSITIVE POWER
56,370 shares | ||
| 10 |
SHARED DISPOSITIVE POWER
16,008,634 shares | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,065,003 shares | ||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ]
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
26.65% of the outstanding shares | ||
| 12 |
TYPE OF REPORTING PERSON
IN (Individual)
| ||
Item 1. Security and Issuer.
The securities to which this statement on Schedule 13D (this “Statement”) relates are the shares of no par value of ReneSola LTD., a British Virgin Islands business company (the “Issuer”). The address of the principal executive office of the Issuer is 3rd floor, 850 Canal St, Stamford, CT 06902, U.S.A.
Item 2. Identity and Background.
(a) Name.
This Statement is filed by:
(i) Shah Capital Management, Inc. (“Shah Capital”), a North Carolina corporation, who serves as the investment adviser to Shah Opportunity (as defined below);
(ii) Shah Capital Opportunity Fund LP (“Shah Opportunity”), a Delaware limited partnership; and
(iii) Himanshu H. Shah, who serves as President and Chief Investment Officer of Shah Capital.
Shah Capital, Shah Opportunity and Mr. Shah are referred to collectively as the “Reporting Persons.”
(b) Residence of Business Address
The address of the principal business and principal office of each of the Reporting Persons is 8601 Six Forks Road, Suite 630, Raleigh, North Carolina 27615.
| (c) | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted |
The principal business of each of Shah Capital and Shah Opportunity is investing in securities.
The principal occupation of Mr. Shah is serving as the President and Chief Investment Officer of Shah Capital.
(d) Criminal Convictions
During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Civil Proceedings
During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship
Shah Capital is a North Carolina corporation.
Shah Opportunity is a Delaware limited partnership.
Mr. Shah is a citizen of the United State of America.
Amendment No. 4 to Schedule 13D
Reference is hereby made to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on October 1, 2019 (the “Schedule 13D”) filed by the Reporting Persons with respect to the Common Stock, $0.01 par value (“Common Stock”), issued by Renesola LTD (the “Issuer”), Amendment No. 1 filed on December 28, 2020, Amendment No. 2 filed on January 8, 2021, Amendment No. 3 filed on July 15, 2022 and Amendment No. 4 filed on September 16, 2022 to the statement on Schedule 13D jointly filed on October 1, 2019 by the Reporting Persons (the “Original Schedule 13D”). This Amendment No. 5 to Schedule 13D is being filed to amend Amendment No. 4 to Schedule 13D filed on September 16, 2022 (Amendment No. 4).
The following items of the Schedule 13D are hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Shah Opportunity acquired 2,050,000 American Depositary Shares for $4.40/share pursuant to that certain Share Purchase Agreement, dated January 4, 2023, between Renesola Singapore Pte Ltd, a company incorporated in Singapore (“the “Seller”) and Shah Opportunity (“Share Purchase Agreement”). All remaining shares to which this Statement relates were previously reported on a Schedule 13D as stated above.
Item 4. Purpose of Transaction
The Reporting Persons purchased the shares for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
Item 5 (a) and (b) of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
Shah Capital |
Shah Capital |
Himanshu H. Shah | |||
| (a) | Amount Beneficially Owned: | 16,008,634 |
15,620,899 |
16,065,003 | |
| (b) | Percent of Class:* | 26.56% | 25.92% | 26.65% | |
| (c) | Number of Shares to Which Reporting Person Has: | ||||
| (i) | Sole Voting Power: | N/A | N/A | 56,370 | |
| (ii) | Shared Voting Power: | 16,008,634 | 15,620,899 | 16,008,634 | |
| (iii) | Sole Dispositive Power: | N/A | N/A | 56,370 | |
| (iv) | Shared Dispositive Power: | 16,008,634 | 15,620,899 | 16,008,634 | |
The percentage in this paragraph relating to beneficial ownership of shares of no par value is based on 60,274,841 ADS shares outstanding as of December 31, 2022.
(c) Except as described in Exhibit 1 below, none of the Reporting Persons has effected any transactions in the share of no par value in the 60 days prior to the date of this Statement.
(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of no par value covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits:
Signature
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| Date: | January 13, 2023 | ||
SHAH CAPITAL MANAGEMENT, INC. |
|||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | President and Chief Investment Officer | ||
| Date: | January 13, 2023 | ||
| SHAH CAPITAL OPPORTUNITY FUND LP | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | Managing Member | ||
| Date: | January 13, 2023 | ||
| /s/ Himanshu H. Shah | |||
| Himanshu H. Shah | |||
EXHIBIT 1
REPORTING PERSON TRANSACTIONS OF
COMMON STOCK DURING THE PAST 60 DAYS
| Reporting Person Effecting Transaction |
Date | Type of Transaction |
Number of Shares |
Price Per Share |
How Transaction Effected |
| Shah Opportunity | 12/14/2022 | Buy | 60,545 | $4.41 | Open Market |
| Shah Opportunity | 12/15/2022 | Buy | 112,809 | $4.40 | Open Market |
| Shah Opportunity | 12/28/2022 | Buy | 92,090 | $4.11 | Open Market |
EXHIBIT 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of no par value of ReneSola Ltd, a British Virgin Islands company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
In witness whereof, each of the undersigned has executed this Agreement as of January 13, 2023
| SHAH CAPITAL MANAGEMENT, INC. | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | President and Chief Investment Officer | ||
| SHAH CAPITAL OPPORTUNITY FUND LP | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | Managing Member | ||
| /s/ Himanshu H. Shah | |||
| Himanshu H. Shah | |||