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, GA 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)
08/01/2016
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)
Code V Amount (A) or (D) Price
Common Stock(1) 08/01/2016 J 13,995,618 D $0(1) 0 D(3)
Common Stock(2) 08/01/2016 J 1,000,000 A (2) 1,000,000 D(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Warrant (right to buy) $6 08/01/2016 J(1) 1,000,000(1) 06/20/2014 06/19/2017 Common Stock 1,000,000 $0 0 D(3)
Class B Warrant (right to buy) $6 08/01/2016 J(1) 677,500(1) 08/29/2014 08/28/2017 Common Stock 677,500 $0 0 D(3)
Purchase Right $12 08/01/2016 J(1) 1,000,000(1) 06/20/2014 08/01/2016 Common Stock 1,000,000 $0 0 D(3)
Purchase Right $12 08/01/2016 J(1) 677,500(1) 08/29/2014 08/01/2016 Common Stock 677,500 $0 0 D(3)
5-Year Warrant (right to buy) $1.02 08/01/2016 J(1) 2,000,000(1) 03/10/2015 03/10/2020 Common Stock 2,000,000 $0 0 D(3)
3-Year Warrant (right to buy) $1.08 08/01/2016 J(1) 300,000(1) 06/23/2015 06/23/2018 Common Stock 300,000 $0 0 D(3)
5-Year Warrant (right to buy) $0.5 08/01/2016 J(1) 2,861,856(1) 12/11/2015 12/11/2020 Common Stock 2,861,856 $0 0 D(3)
1. Name and Address of Reporting Person*
Jackson Investment Group, LLC

(Last) (First) (Middle)
2655 NORTHWINDS PARKWAY

(Street)
ALPHARETTA, GA 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, GA 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. On March 21, 2016, Blue Earth, Inc. ("Blue Earth") and one of its subsidiaries (together, the "Debtors") filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of California (the "Bankruptcy Court"). On July 21, 2016, the Bankruptcy Court approved the Debtors' joint Chapter 11 plan of reorganization (the "Plan") and on August 1, 2016 (the "Effective Date"), the Plan became effective. Upon the effectiveness of the Plan, all of the equity securities of Blue Earth outstanding immediately prior to the Effective Date were cancelled.
2. On the Effective Date, in accordance with the Plan, Blue Earth issued Jackson Investment Group, LLC, a secured creditor of Blue Earth, new shares of common stock of reorganized Blue Earth, resulting in Jackson Investment Group, LLC, becoming the sole shareholder of reorganized Blue Earth.
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.
/s/ Jackson Investment Group, LLC By: Richard L. Jackson, Manager and CEO 08/03/2016
/s/ Richard L. Jackson 08/03/2016
** 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).
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