Edgar Filing: Blue Earth, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Jackson Investment Group, LLC

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)

(Last)

(First)

(Middle)

2655 NORTHWINDS PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2015

(Street)

ALPHARETTA,, GA 30009

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Note (right to buy)

$ 1 ⁽¹⁾

05/14/2015

0 ⁽²⁾

03/10/2015

⁽²⁾

Common Stock

⁽²⁾

$ 1 ⁽²⁾

D ⁽³⁾

Convertible Note (right to buy)

$ 1.02 ⁽¹⁾

05/14/2015

0 ⁽²⁾

03/10/2015

⁽²⁾

Common Stock

⁽²⁾

$ 1.02 ⁽²⁾

0 ⁽²⁾

D ⁽³⁾

6-Month Option (right to buy)

$ 1 ⁽¹⁾

05/14/2015

0 ⁽⁴⁾

⁽⁴⁾

Common Stock

⁽⁴⁾

$ 1 ⁽⁴⁾

D ⁽³⁾

6-Month Option (right to buy)

$ 1.02 ⁽¹⁾

05/14/2015

0 ⁽⁴⁾

⁽⁴⁾

Common Stock

⁽⁴⁾

$ 1.02 ⁽⁴⁾

0 ⁽⁴⁾

D ⁽³⁾

5-Year Warrant (right to buy)

$ 1 ⁽¹⁾

05/14/2015

2,000,000

03/10/2015

03/10/2020⁽⁵⁾

Common Stock

2,000,000

$ 0 ⁽⁵⁾

D ⁽³⁾

5-Year Warrant (right to buy)

$ 1.02 ⁽¹⁾

05/14/2015

2,000,000

03/10/2015

03/10/2020⁽⁵⁾

Common Stock

2,000,000

$ 0 ⁽⁵⁾

2,000,000

D ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Jackson Investment Group, LLC 2655 NORTHWINDS PARKWAY ALPHARETTA,, GA 30009		X
Jackson Richard Lee 2655 NORTHWINDS PARKWAY ALPHARETTA,, GA 30009		X

Signatures

/s/ Jackson Investment Group, LLC By: Richard L. Jackson, Manager and CEO		05/18/2015
^**Signature of Reporting Person		Date
/s/ Richard L. Jackson		05/18/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Conversion and exercise prices and the number of shares are subject to adjustment for anti-dilution and stock splits, dividends and combinations.
(2)	Convertible Note issued on March 10, 2015 for $10,000,000 at 12% annual interest rate, payable at maturity. Convertible Note matures in six months and may be prepaid. Principal and interest may be converted in whole or in part at any time into common stock of Blue Earth. Jackson Investment Group, LLC, and Blue Earth, Inc., agreed to amend the conversion price from $1.00 per share to $1.02 per share, ab initio. See footnote 1.
(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.
(4)	Option to Purchase is exercisable for up to 10,000,000 shares of common stock of Blue Earth. The number of shares for which the Option is exercisable is determined by dividing the amount of the principal of the Convertible Note (described in footnote (2)) paid off (i.e., not converted) by the exercise price of the Option. The Option shall be exercisable for a term of six months, which term begins after the full repayment of the Convertible Note. Jackson Investment Group, LLC, and Blue Earth, Inc., agreed to amend the Option exercise price from $1.00 per share to $1.02 per share, ab initio. See footnote 1.
(5)	Warrant is exercisable for 2,000,000 shares of common stock of Blue Earth. Warrant is exercisable for a term of five years beginning on March 10, 2015, provided that the right to exercise Warrant shall terminate upon (i) a sale of all or substantially of the assets of Blue Earth, (ii) certain changes of control of Blue Earth or (iii) immediately prior to a qualifying Blue Earth underwritten public offering. Jackson Investment Group, LLC, and Blue Earth, Inc., agreed to amend the Warrant exercise price from $1.00 per share to $1.02 per share, ab initio. See footnote 1.

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