U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~June~~October 2015

Commission File Number: 001-34427

TRI-TECH HOLDING INC.

Tri-Tech Holding Inc.

#1205 Tower B, Haidian Cultural and Arts Building

Jia 28 Zhongguancun St. Haidian District, Beijing 100086

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Explanatory Note:

On ~~August~~October 130, ~~2014~~2015, ~~Tri-Tech~~the ~~(Beijing)~~Company ~~Co.,~~announced ~~Ltd.,~~final acourt ~~Chinese subsidiary~~approval ~~(“TTB”)~~ of ~~Tri-Tech Holding Inc., entered into~~ the ~~Xushui~~settlement ~~Dawangdian~~and ~~Waste~~dismissal ~~Water~~of ~~Processing~~a ~~Factory~~class ~~Project~~action ~~Agreement (the~~lawsuit ~~“Agreement”)~~commenced ~~with~~on ~~Beijing~~December ~~Liyuanshida Technology Co.~~20, ~~Ltd.,~~2013 aagainst ~~company incorporated under~~ the ~~laws~~Company ~~of China (“Liyuanshida”) in order to arrange the payment of the Xushui Dawangdian Waste Water Processing Factory Project (the “Project”)~~ and ~~the~~ ~~ownership~~its ~~in Xushui Tri-Tech Sheng Tong Investment Co., Ltd. (“Xushui”). Upon another approval from the~~ Board of ~~the~~ ~~Registrant on May 13, 2015, the aforesaid two parties entered in to an Amendment to the Agreement revising certain terms (the “Amendment”) on May 5, 2015~~Directors.

~~According~~As topreviously ~~the Agreement~~announced, ~~TTB~~a ~~will~~class ~~sell~~action ~~the~~lawsuit ~~Project~~was ~~and~~filed ~~the~~in ~~ownership~~the inUnited ~~Xushui~~States ~~valued~~District atCourt ~~RMB~~for ~~80,419,480.56~~the toSouthern ~~Liyuanshida.~~District ~~After offsetting TTB’s existing debt~~ of ~~RMB~~New ~~51,519,480.56 to~~York ~~Liyuanshida,~~(the ~~Liyuanshida~~“Court”) ~~will~~on ~~make~~behalf ~~a payment~~ of ~~RMB~~all ~~28,900,000~~persons towho ~~TTB,~~purchased the ofCompany’s ~~which~~securities ~~RMB~~between September 10,~~000,000~~ ~~will~~2009 beand ~~due in~~ December ~~2014~~12, ~~and~~ ~~RMB~~2013 ~~18,900,000~~(the ~~will~~“Class ~~be due in June 2015~~Period”). The ~~Agreement further agreed that Liyuanshida could have a 5% discount of the payment~~complaint ~~due~~alleged, onamong ~~December~~other ~~2014 if it repays this part on time~~things, ~~and~~that ~~a 12% discount of~~ the ~~payment~~Company ~~due~~made infalse ~~June~~and ~~2015~~misleading ifstatements itand/or ~~repays~~failed ~~this~~to ~~part on~~disclose ~~time. They also agreed~~ that ~~after Liyuanshida makes the full payment, TTB will transfer 100% of the equity~~ it islacked ~~holding in~~adequate ~~Xushui,~~disclosure ~~which is 98% of Xushui’s equity held by TTB~~ and 2%internal ~~held~~controls byrelating ~~an affiliate of TTB,~~ to ~~Liyuanshida~~control ~~within~~over 15its ~~days~~funds.

~~Based~~On onMarch ~~the fact that Liyuanshida paid only RMB 4~~17,~~500,000~~ ~~in 2014~~2015, the ~~two~~ parties ~~entered~~notified ~~into an Amendment to~~ the ~~Agreement.~~Court ~~According~~that tothey had ~~the~~reached ~~Amendment,~~an ~~Liyuanshida~~agreement ~~should~~in ~~pay~~principle ~~RMB 19,132,000~~ to ~~TTB~~settle onthe oraction. ~~before~~On ~~May~~April 156, 2015~~. After deducting the already paid amount of RMB 4~~,~~500,000,~~ ~~and~~ the ~~discount~~lead onplaintiffs ~~the payment originally due~~ in ~~June 2015, which is RMB 2,268,000, Liyuanshida will pay~~ the ~~rest~~suit ofand the ~~payment,~~Company ~~which is~~ executed a ~~total~~Stipulation of ~~RMB~~Settlement ~~3,000,000, on or before June 30, 2016. The Amendment also agreed on~~ (the ~~term~~“Settlement”) ~~that~~subject ~~once Liyuanshida makes the payment of RMB 19,132,000~~ to ~~TTB,~~approval ~~the two parties will start the process~~ of the ~~equity~~Court. ~~transfer~~In ~~mentioned in~~ the ~~Agreement~~Settlement, ~~and~~ the ~~new~~Company ~~shareholders shall pledge the~~denied ~~aforesaid~~any ~~equity~~wrongdoing, tofault, ~~TTB~~liability, ~~until~~or ~~Liyuanshida~~damages ~~makes~~associated with the ~~full~~claims ~~payment~~alleged.

AsFollowing ofpreliminary ~~May~~approval 19by ~~2015~~the Court, ~~Liyuanshida~~on ~~has~~or ~~paid~~about ~~RMB~~July 31, 192015 the Company paid $975,~~132,~~000 into an escrow account to ~~TTB, which~~create ~~triggered~~a ~~the~~settlement ~~process~~fund offor ~~the~~a ~~transfer~~class of ~~equity~~all ~~TTB~~persons ~~holding~~and inentities ~~Xushui~~who purchased tothe ~~Liyuanshida~~Company’s common stock between September 10, 2009 and ~~the~~December ~~pledge~~12, of2013 ~~the~~(inclusive ~~aforesaid~~of ~~equity~~any attorneys’ ~~upon~~fees and expenses awarded to counsel for the ~~transfer~~plaintiffs). ByExcluded from the ~~time~~Settlement ~~TTB~~class ~~finishes~~were ~~the~~(i) ~~process~~persons who suffered no compensable losses; (ii) parties that opted out of ~~equity~~the ~~transfer~~settlement; on(iii) any named defendants or ~~around~~any entity in which Defendants have a controlling interest, and the ~~end~~officers, ofdirectors, ~~June~~affiliates, ~~2015~~legal representatives, itimmediate ~~will~~family ~~hold~~members, 0%heirs, ofsuccessors, subsidiaries ~~the~~and/or ~~equity~~assigns of ~~Xushui~~any ~~while~~such ~~Liyuanshida~~individual ~~will~~or ~~hold~~entity ~~100%of~~in ~~the~~their ~~equity~~capacity as such.

Pursuant to the ~~requirements~~Court’s ofpreliminary ~~the~~approval ~~Securities~~order, ~~and Exchange~~notice ~~Act~~was ofprovided ~~1934,~~to ~~the~~class ~~Registrant~~members. ~~has~~No ~~duly~~objections ~~caused this report~~ to bethe ~~signed~~proposed onsettlement ~~its~~were ~~behalf~~received. byTwo ~~the~~class ~~undersigned~~members ~~thereunto~~requested ~~duly~~exclusion ~~authorized~~from the class.

~~TRI-TECH~~On ~~HOLDING~~October ~~INC~~16, 2015, the Court conducted a final settlement hearing and granted final approval of the Settlement. ~~By:~~The ~~/s/~~Court ~~Warren~~issued ~~Zhao~~orders ~~Name:~~dismissing ~~Warren~~the ~~Zhao~~class ~~Its:~~action ~~Chief~~lawsuit ~~Executive~~and ~~Officer~~entering final judgment. Accordingly, the claims of class members (other than the two who excluded themselves from the Settlement) against the Company and the individual defendants were released.

~~Dated:~~Pursuant ~~June~~to 26the requirements of the Securities and Exchange Act of 1934, ~~2015~~the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRI-TECH HOLDING INC.


	By:	/s/ Warren Zhao
	Name: Its:	Warren Zhao Chief Executive Officer

Dated: October 30, 2015

Filing Compare · Tri-Tech Holding, Inc.