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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
3-Year Warrant (right to buy) | $ 1.08 (1) | 06/23/2015 | J | 300,000 (1) | (2) | 06/23/2018 | Common Stock | 300,000 | $ 0 (3) | 300,000 | D (4) |
Reporting Owner Name / Address | Relationships | |||
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 |
/s/ Jackson Investment Group, LLC By: Richard L. Jackson, Manager and CEO | 06/24/2015 | |
**Signature of Reporting Person | Date | |
/s/ Richard L. Jackson | 06/24/2015 | |
**Signature of Reporting Person | Date |
* | 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) | Exercise 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. |
(2) | The warrant is immediately exercisable for 150,000 shares of common stock of Blue Earth. The warrant becomes exercisable for all shares of common stock subject to the warrant on June 23, 2016 provided that the right to exercise the warrant shall accelerate upon certain changes of control of Blue Earth or immediately prior to a qualifying Blue Earth underwritten public offering and shall terminate after thirty (30) days thereafter. |
(3) | The warrant was issued in consideration of Jackson Investment Group, LLC's two-year agreement to provide consulting services to Blue Earth. |
(4) | 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. |