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^*

Ulfers Ronald P.

(Last)

(First)

(Middle)

4001 HIGHWAY 190

(Street)

COVINGTON

70433

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Director

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2015

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	03/23/2015		J		911,667⁽¹⁾	D	⁽¹⁾	88,333⁽¹⁾	D
Common Stock	03/23/2015		J		2,333,333⁽¹⁾	D	⁽¹⁾	2,852,646	I	By MCA⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								200,000⁽³⁾	I	By RPU⁽³⁾⁽⁴⁾

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)

Explanation of Responses:

1. On March 23, 2015, the Reporting Person and Mountain Construction Advisors, LLC ("MCA") sold an aggregate of 3,245,000 shares of the Issuer's common stock, $0.0001 par value per share (the "Common Stock"), to a certain unaffiliated 3rd party in a previously negotiated private transaction for consideration of $9,500. Also see Footnote No. 4 for additional information.

2. MCA owns the reported securities directly. Also see Footnotes Nos. 3 and 4 for additional information

3. Represents securities which RPU owns directly. RPU Services LLC ("RPU") is the sole member of MCA and has the voting and dispositive power over the shares of Common Stock owned by MCA. Accordingly, RPU may be deemed to have an indirect beneficial ownership interest in the securities reported by MCA. Also see Footnote No. 4 for additional information.

4. The Reporting Person is the sole member of RPU and has the sole voting and dispositive power over the securities reported herein by RPU. Accordingly, the Reporting Person may be deemed to have an indirect beneficial ownership interest in the securities reported by RPU and MCA. 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 Schedule 13D, Amendment No. 1, filed by the Reporting Person with the United States Securities and Exchange Commission on or about May 5, 2011.

	/s/ Ronald P. Ulfers, Jr.	03/25/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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