SEC Form 4 · accession 0001571049-16-017052
Blue Earth, Inc. · BBLU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 4:09 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,F3 | Aug 1, 2016 | J | 13,995,618 | $0.00 | D | 0 | D | |
| Common StockF2,F3 | Aug 1, 2016 | J | 1,000,000 | — | A | 1,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Warrant (right to buy)F1,F3 | $6.00 | Aug 1, 2016 | J | 1,000,000 | D | Jun 20, 2014 | Jun 19, 2017 | Common Stock | 1,000,000 | 0 | D |
| Class B Warrant (right to buy)F1,F3 | $6.00 | Aug 1, 2016 | J | 677,500 | D | Aug 29, 2014 | Aug 28, 2017 | Common Stock | 677,500 | 0 | D |
| Purchase RightF1,F3 | $12.00 | Aug 1, 2016 | J | 1,000,000 | D | Jun 20, 2014 | Aug 1, 2016 | Common Stock | 1,000,000 | 0 | D |
| Purchase RightF1,F3 | $12.00 | Aug 1, 2016 | J | 677,500 | D | Aug 29, 2014 | Aug 1, 2016 | Common Stock | 677,500 | 0 | D |
| 5-Year Warrant (right to buy)F1,F3 | $1.02 | Aug 1, 2016 | J | 2,000,000 | D | Mar 10, 2015 | Mar 10, 2020 | Common Stock | 2,000,000 | 0 | D |
| 3-Year Warrant (right to buy)F1,F3 | $1.08 | Aug 1, 2016 | J | 300,000 | D | Jun 23, 2015 | Jun 23, 2018 | Common Stock | 300,000 | 0 | D |
| 5-Year Warrant (right to buy)F1,F3 | $0.50 | Aug 1, 2016 | J | 2,861,856 | D | Dec 11, 2015 | Dec 11, 2020 | Common Stock | 2,861,856 | 0 | D |
Explanation of responses
- F1On 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.
- F2On 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.
- 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.