UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
ANDALAY SOLAR, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
96040V101
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)
*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)
Page 1 of 4 Pages
| CUSIP No. 96040V101 | 13G | Page 2 of 4 Pages |
1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brio Capital Master Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – None
6. SHARED VOTING POWER - None
7. SOLE DISPOSITIVE POWER – None
8. SHARED DISPOSITIVE POWER – None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
None
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
None
12. TYPE OF REPORTING PERSON
CO
| CUSIP No. 96040V101 | 13G | Page 3 of 4 Pages |
ITEM 1 (a) NAME OF ISSUER:Andalay Solar, Inc., a Delaware corporation
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2071 Ringwood Ave. Unit C, San Jose, CA 95131
ITEM 2 (a) NAME OF PERSON FILING: Brio Capital Master Fund Ltd.
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401W, Rockville Centre, NY 11570
ITEM 2 (c) CITIZENSHIP: Cayman Islands
ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value
ITEM 2 (e) CUSIP NUMBER: 96040V101
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable
ITEM 4 OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: None
(b) PERCENT OF CLASS: None
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE
None
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
0 Shares
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
None
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
0 Shares
| CUSIP No. 96040V101 | 13G | Page 4 of 4 Pages |
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Brio Capital Master Fund Ltd. no longer owns any securities of the Company.
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
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
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.
| January 14, 2015 | |
| (Date) | |
| /s/ Shaye Hirsch | |
| (Signature) | |
| Shaye Hirsch, Director | |
| (Name/Title) |