SEC Form 4 · accession 0001571049-15-009983
Blue Earth, Inc. · BBLU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 11, 2015
Accepted (ET)
Dec 15, 2015 · 3:01 pm EST
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 | Dec 11, 2015 | J | 704,842 | $0.50 | A | 13,995,618 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5 Year Warrant (right to buy)F2,F3 | $0.50 | Dec 11, 2015 | J | 2,861,856 | A | Dec 11, 2015 | Dec 11, 2020 | Common Stock | 2,861,856 | 2,861,856 | D |
Explanation of responses
- F1Blue Earth, Inc. ("Blue Earth") issued 704,842 shares of common stock (valued at $0.50 per share) to Jackson Investment Group, LLC, partially in payment of a portion of principal and interest owed under a promissory note and partially in payment of costs owed in connection with financings.
- F2Exercise price and the number of shares underlying the warrant are subject to adjustment for structural anti-dilution, such as for stock splits, dividends and combinations. The warrant was issued in consideration of a bridge loan to Blue Earth from Jackson Investment Group, LLC.
- 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.