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^*

Jackson Investment Group, LLC

(Last)

(First)

(Middle)

2655 NORTHWINDS PARKWAY

(Street)

ALPHARETTA,

30009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Blue Earth, Inc. [ BBLU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2015

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

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

	Form filed by One Reporting Person
X	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)

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)
Convertible Note (right to buy)	$1⁽¹⁾	05/14/2015		J			0⁽²⁾	03/10/2015	⁽²⁾	Common Stock	⁽²⁾	$1⁽²⁾	0	D⁽³⁾
Convertible Note (right to buy)	$1.02⁽¹⁾	05/14/2015		J		0⁽²⁾		03/10/2015	⁽²⁾	Common Stock	⁽²⁾	$1.02⁽²⁾	0⁽²⁾	D⁽³⁾
6-Month Option (right to buy)	$1⁽¹⁾	05/14/2015		J			0⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾	$1⁽⁴⁾	0	D⁽³⁾
6-Month Option (right to buy)	$1.02⁽¹⁾	05/14/2015		J		0⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾	$1.02⁽⁴⁾	0⁽⁴⁾	D⁽³⁾
5-Year Warrant (right to buy)	$1⁽¹⁾	05/14/2015		J			2,000,000	03/10/2015	03/10/2020⁽⁵⁾	Common Stock	2,000,000	$0.00⁽⁵⁾	0	D⁽³⁾
5-Year Warrant (right to buy)	$1.02⁽¹⁾	05/14/2015		J		2,000,000		03/10/2015	03/10/2020⁽⁵⁾	Common Stock	2,000,000	$0.00⁽⁵⁾	2,000,000	D⁽³⁾

1. Name and Address of Reporting Person^*

Jackson Investment Group, LLC

(Last)

(First)

(Middle)

2655 NORTHWINDS PARKWAY

(Street)

ALPHARETTA,

30009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Jackson Richard Lee

(Last)

(First)

(Middle)

2655 NORTHWINDS PARKWAY

(Street)

ALPHARETTA,

30009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Conversion and exercise prices and the number of shares are subject to adjustment for anti-dilution and stock splits, dividends and combinations.

2. 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. Jackson Investment Group, LLC, and Blue Earth, Inc., agreed to amend the conversion price from $1.00 per share to $1.02 per share, ab initio. See footnote 1.

3. 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.

4. Option to Purchase is exercisable for up to 10,000,000 shares of common stock of Blue Earth. 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 (2)) paid off (i.e., not converted) by the exercise price of the Option. The Option shall be exercisable for a term of six months, which term begins after the full repayment of the Convertible Note. Jackson Investment Group, LLC, and Blue Earth, Inc., agreed to amend the Option exercise price from $1.00 per share to $1.02 per share, ab initio. See footnote 1.

5. Warrant is exercisable for 2,000,000 shares of common stock of Blue Earth. 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 underwritten public offering. Jackson Investment Group, LLC, and Blue Earth, Inc., agreed to amend the Warrant exercise price from $1.00 per share to $1.02 per share, ab initio. See footnote 1.

	/s/ Jackson Investment Group, LLC By: Richard L. Jackson, Manager and CEO	05/18/2015
	/s/ Richard L. Jackson	05/18/2015
	** Signature of Reporting Person	Date
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