SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thomson Robert B

(Last)

(First)

(Middle)

C/O GREEN ENERGY MANAGEMENT SERVICES

HOLDINGS, 575 LEXINGTON AVE, 4TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Green Energy Management Services Holdings, Inc. [ GRMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CEO, Acting CFO, CB

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2015		M		1,248,292⁽¹⁾	A	$0.01⁽¹⁾	1,676,800	D
Common Stock	03/04/2015		A		1,000,000	A	⁽³⁾	2,676,800	D
Common Stock								18,790,174⁽⁴⁾	I	By Water Tech World Wide, LLC⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$0.01	03/03/2015		M			1,448,339⁽¹⁾	12/31/2012	12/31/2015	Common Stock	1,248,292⁽¹⁾	$0.01	2,000,000	I	By Water Tech World Wide, LLC⁽⁵⁾
Warrants (right to buy)	$0.01	03/03/2015		J			2,000,000⁽²⁾	12/31/2012	12/31/2015	Common Stock	1,723,757⁽²⁾	⁽²⁾	0	I	By Water Tech World Wide, LLC⁽⁵⁾

Explanation of Responses:

1. On March 3, 2015, Water Tech World Wide, LLC ("Water Tech") exercised a portion of its Second Warrant (as defined herein), issued by the Issuer on December 31, 2012, by exercising 1,448,339 warrants of the Second Warrant via cashless exercise, at an exercise price of $0.01 per share, into 1,248,292 shares of the Issuer's common stock, $0.0001 par value per share (the "Common Stock"). The "Second Warrant" entitled Water Tech to purchase such number of shares of Common Stock that would equal to 5% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant. Also see Footnotes Nos. 2 and 5 for additional information.

2. On March 3, 2015, Water Tech also assigned 2,000,000 warrants of its Second Warrant to the son of the Reporting Person. The Reporting Person is the Issuer's current Interim CEO, Acting CFO, Chairman of the Board and sole director. Also see Footnotes Nos. 2 and 5 for additional information.

3. On March 3, 2015, the Issuer's Board of Directors awarded 1,000,000 shares of Common Stock under the issuer's 2015 Equity Incentive Plan to Dr. Thomson in consideration of his services as Chairman and director in 2014, as well as in consideration of Dr. Thomson providing to the Issuer as of February 2015 debt financing in the aggregate outstanding amount of approximately $310,000. The shares vested immediately upon issuance.

4. Represents 18,790,174 shares of Common Stock which Water Tech acquired on June 18, 2013 by exercising the First Warrant (as defined herein) issued by the Issuer on December 31, 2012. The "First Warrant" entitled Water Tech to purchase such number of shares of Common Stock that would equal to 30% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant.

5. Water Tech owns the reported securities directly. The Reporting Person is the managing member of Water Tech and has the sole voting and dispositive power over the shares of Common Stock underlying the Warrants. Accordingly, the Reporting Person may be deemed to have an indirect beneficial ownership interest in the reported securities as the managing member of Water Tech. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Also, see Form 3 and Schedule 13D filed by Water Tech with the United States Securities and Exchange Commission on or about February 26, 2013.

	/s/ Dr. Robert Thomson	03/20/2015
	** Signature of Reporting Person	Date
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