SEC Form 4 · accession 0001571049-15-004399
Blue Earth, Inc. · BBLU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 14, 2015
Accepted (ET)
May 18, 2015 · 3:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001422109
Table I — non-derivative securities
No Table I lines on this filing.
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)F2,F3,F1 | $1.00 | May 14, 2015 | J | 0 | D | Mar 10, 2015 | — | Common Stock | — | 0 | D |
| Convertible Note (right to buy)F2,F3,F1 | $1.02 | May 14, 2015 | J | 0 | A | Mar 10, 2015 | — | Common Stock | — | 0 | D |
| 6-Month Option (right to buy)F4,F3,F1 | $1.00 | May 14, 2015 | J | 0 | D | — | — | Common Stock | — | 0 | D |
| 6-Month Option (right to buy)F4,F3,F1 | $1.02 | May 14, 2015 | J | 0 | A | — | — | Common Stock | — | 0 | D |
| 5-Year Warrant (right to buy)F5,F3,F1 | $1.00 | May 14, 2015 | J | 2,000,000 | D | Mar 10, 2015 | Mar 10, 2020 | Common Stock | 2,000,000 | 0 | D |
| 5-Year Warrant (right to buy)F5,F3,F1 | $1.02 | May 14, 2015 | J | 2,000,000 | A | Mar 10, 2015 | Mar 10, 2020 | Common Stock | 2,000,000 | 2,000,000 | D |
Explanation of responses
- F1Conversion and exercise prices and the number of shares are subject to adjustment for anti-dilution and stock splits, dividends and combinations.
- F2Convertible 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.
- F3Richard 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.
- F4Option 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.
- F5Warrant 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.