SEC Form 4 · accession 0001571049-15-001852
Blue Earth, Inc. · BBLU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 10, 2015
Accepted (ET)
Mar 11, 2015 · 5:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001422109
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 10, 2015 | J | 200,000 | $0.00 | A | 13,290,776 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Note (right to buy)F4,F2,F3 | $1.00 | Mar 10, 2015 | J | 0 | A | Mar 10, 2015 | — | Common Stock | — | 0 | D |
| 6-Month Option (right to buy)F5,F2,F3 | $1.00 | Mar 10, 2015 | J | 0 | A | — | — | Common Stock | — | 0 | D |
| 5-Year Warrant (right to buy)F6,F2,F3 | $1.00 | Mar 10, 2015 | J | 2,000,000 | A | Mar 10, 2015 | Mar 10, 2020 | Common Stock | 2,000,000 | 2,000,000 | D |
Explanation of responses
- F1Blue Earth, Inc. ("Blue Earth") issued 200,000 shares of its common stock to Jackson Investment Group, LLC as a closing commitment fee for purchasing the Convertible Note described in footnote (4) below.
- F2Richard 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.
- F3Subject to adjustment for anti-dilution and stock splits, dividends and combinations.
- F4Convertible 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 at a conversion price of $1.00 per share. See footnote 3.
- F5Option to Purchase is exercisable for up to 10,000,000 shares of common stock of Blue Earth at $1.00 per share. See footnote 3. 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 (4)) paid off (i.e., not converted) by one dollar. The Option shall be exercisable for a term of six months, which term begins after the full repayment of the Convertible Note.
- F6Warrant is exercisable for 2,000,000 shares of common stock of Blue Earth at an exercise price of $1.00 per share. See footnote 3. 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 initial public offering.