0001571049-15-001852.txt : 20150311
0001571049-15-001852.hdr.sgml : 20150311
20150311174438
ACCESSION NUMBER: 0001571049-15-001852
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150310
FILED AS OF DATE: 20150311
DATE AS OF CHANGE: 20150311
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Blue Earth, Inc.
CENTRAL INDEX KEY: 0001422109
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 980531496
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2298 HORIZON RIDGE PARKWAY
STREET 2: SUITE 205
CITY: HENDERSON
STATE: NV
ZIP: 89502
BUSINESS PHONE: 702-263-1808
MAIL ADDRESS:
STREET 1: 2298 HORIZON RIDGE PARKWAY
STREET 2: SUITE 205
CITY: HENDERSON
STATE: NV
ZIP: 89502
FORMER COMPANY:
FORMER CONFORMED NAME: Genesis Fluid Solutions Holdings, Inc.
DATE OF NAME CHANGE: 20091106
FORMER COMPANY:
FORMER CONFORMED NAME: CHERRY TANKERS INC.
DATE OF NAME CHANGE: 20081113
FORMER COMPANY:
FORMER CONFORMED NAME: CHERRY TANKERS, INC.
DATE OF NAME CHANGE: 20081112
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jackson Richard Lee
CENTRAL INDEX KEY: 0001572666
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36607
FILM NUMBER: 15693806
MAIL ADDRESS:
STREET 1: 2655 NORTHWINDS PARKWAY
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jackson Investment Group, LLC
CENTRAL INDEX KEY: 0001571267
STATE OF INCORPORATION: GA
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36607
FILM NUMBER: 15693807
BUSINESS ADDRESS:
STREET 1: 2655 NORTHWINDS PARKWAY
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
BUSINESS PHONE: 770-643-5529
MAIL ADDRESS:
STREET 1: 2655 NORTHWINDS PARKWAY
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
4
1
t81725_jacksoninvest0310.xml
FORM 4
X0306
4
2015-03-10
0
0001422109
Blue Earth, Inc.
BBLU
0001571267
Jackson Investment Group, LLC
2655 NORTHWINDS PARKWAY
ALPHARETTA,
GA
30009
0
0
1
0
0001572666
Jackson Richard Lee
2655 NORTHWINDS PARKWAY
ALPHARETTA,
GA
30009
0
0
1
0
Common Stock
2015-03-10
4
J
0
200000
0.00
A
13290776
D
Convertible Note (right to buy)
1.00
2015-03-10
4
J
0
0
1.00
A
2015-03-10
Common Stock
0
D
6-Month Option (right to buy)
1.00
2015-03-10
4
J
0
0
1.00
A
Common Stock
0
D
5-Year Warrant (right to buy)
1.00
2015-03-10
4
J
0
2000000
0.00
A
2015-03-10
2020-03-10
Common Stock
2000000
2000000
D
Blue Earth, Inc. ("Blue Earth") issued 200,000 shares of its common stock to Jackson Investment Group, LLC as a closing commitment fee for purchasing the Convertible Note described in footnote (4) below.
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.
Subject to adjustment for anti-dilution and stock splits, dividends and combinations.
Convertible Note issued on March 10, 2015 for $10,000,000 at 12% annual interest rate, payable at maturity. Convertible Note matures in six months and may be prepaid. Principal and interest may be converted in whole or in part at any time into common stock of Blue Earth at a conversion price of $1.00 per share. See footnote 3.
Option to Purchase is exercisable for up to 10,000,000 shares of common stock of Blue Earth at $1.00 per share. See footnote 3. The number of shares for which the Option is exercisable is determined by dividing the amount of the principal of the Convertible Note (described in footnote (4)) paid off (i.e., not converted) by one dollar. The Option shall be exercisable for a term of six months, which term begins after the full repayment of the Convertible Note.
Warrant is exercisable for 2,000,000 shares of common stock of Blue Earth at an exercise price of $1.00 per share. See footnote 3. Warrant is exercisable for a term of five years beginning on March 10, 2015, provided that the right to exercise Warrant shall terminate upon (i) a sale of all or substantially of the assets of Blue Earth, (ii) certain changes of control of Blue Earth or (iii) immediately prior to a qualifying Blue Earth initial public offering.
/s/ Jackson Investment Group, LLC By: Douglas B. Kline, CFO
2015-03-10
/s/ Jackson Investment Group, LLC, for Richard L. Jackson under a power of attorney By: Douglas B. Kline, CFO
2015-03-10