SEC Info - Jackson Richard Lee, et al. - ‘4’ for 8/1/16 re: Blue Earth, Inc.

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^*

Jackson Investment Group, LLC

(Last)

(First)

(Middle)

2655 NORTHWINDS PARKWAY

(Street)

ALPHARETTA,

30009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Blue Earth, Inc. [ BBLU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
8/1/16

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	8/1/16		J		13,995,618	D	$0 ⁽¹⁾	0	D ⁽³⁾
Common Stock ⁽²⁾	8/1/16		J		1,000,000	A	⁽²⁾	1,000,000	D ⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Warrant (right to buy)	$6	8/1/16		J ⁽¹⁾			1,000,000 ⁽¹⁾	6/20/14	6/19/17	Common Stock	1,000,000	$0	0	D ⁽³⁾
Class B Warrant (right to buy)	$6	8/1/16		J ⁽¹⁾			677,500 ⁽¹⁾	8/29/14	8/28/17	Common Stock	677,500	$0	0	D ⁽³⁾
Purchase Right	$12	8/1/16		J ⁽¹⁾			1,000,000 ⁽¹⁾	6/20/14	8/1/16	Common Stock	1,000,000	$0	0	D ⁽³⁾
Purchase Right	$12	8/1/16		J ⁽¹⁾			677,500 ⁽¹⁾	8/29/14	8/1/16	Common Stock	677,500	$0	0	D ⁽³⁾
5-Year Warrant (right to buy)	$1.02	8/1/16		J ⁽¹⁾			2,000,000 ⁽¹⁾	3/10/15	3/10/20	Common Stock	2,000,000	$0	0	D ⁽³⁾
3-Year Warrant (right to buy)	$1.08	8/1/16		J ⁽¹⁾			300,000 ⁽¹⁾	6/23/15	6/23/18	Common Stock	300,000	$0	0	D ⁽³⁾
5-Year Warrant (right to buy)	$0.5	8/1/16		J ⁽¹⁾			2,861,856 ⁽¹⁾	12/11/15	12/11/20	Common Stock	2,861,856	$0	0	D ⁽³⁾

1. Name and Address of Reporting Person^*

Jackson Investment Group, LLC

(Last)

(First)

(Middle)

2655 NORTHWINDS PARKWAY

(Street)

ALPHARETTA,

30009

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Jackson Richard Lee

(Last)

(First)

(Middle)

2655 NORTHWINDS PARKWAY

(Street)

ALPHARETTA,

30009

(City)

(State)

(Zip)

Explanation of Responses:

(1) On March 21, 2016, Blue Earth, Inc. ("Blue Earth") and one of its subsidiaries (together, the "Debtors") filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of California (the "Bankruptcy Court"). On July 21, 2016, the Bankruptcy Court approved the Debtors' joint Chapter 11 plan of reorganization (the "Plan") and on August 1, 2016 (the "Effective Date"), the Plan became effective. Upon the effectiveness of the Plan, all of the equity securities of Blue Earth outstanding immediately prior to the Effective Date were cancelled.

(2) On the Effective Date, in accordance with the Plan, Blue Earth issued Jackson Investment Group, LLC, a secured creditor of Blue Earth, new shares of common stock of reorganized Blue Earth, resulting in Jackson Investment Group, LLC, becoming the sole shareholder of reorganized Blue Earth.

(3) Richard L. Jackson, the sole manager and controlling owner of Jackson Investment Group, LLC, may be deemed the indirect beneficial owner, but he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ Jackson Investment Group, LLC By: Richard L. Jackson, Manager and CEO	8/3/16
	/s/ Richard L. Jackson	8/3/16
	** 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.

____________ Transaction Code:
J	Other acquisition or disposition.

Jackson Richard Lee, et al. – ‘4’ for 8/1/16 re: Blue Earth, Inc.

On: Wednesday, 8/3/16, at 4:09pm ET · For: 8/1/16 · Accession #: 1571049-16-17052 · File #: 1-36607

Previous ‘4’: ‘4’ on 12/15/15 for 12/11/15 · Next: ‘4’ on 4/12/17 for 4/5/17 · Latest: ‘4’ on 7/29/21 for 7/23/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Jackson Richard Lee, et al. – ‘4’ for 8/1/16 re: Blue Earth, Inc.

On: Wednesday, 8/3/16, at 4:09pm ET · For: 8/1/16 · Accession #: 1571049-16-17052 · File #: 1-36607

Previous ‘4’: ‘4’ on 12/15/15 for 12/11/15 · Next: ‘4’ on 4/12/17 for 4/5/17 · Latest: ‘4’ on 7/29/21 for 7/23/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents