G Robert Powell Form 3/A Blue Earth / G ROBERT POWELL ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

POWELL G ROBERT

(Last) (First) (Middle)

P.O. BOX 1204

(Street)

LAFAYETTE CA 94549

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2015

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO of Blue Earth, Inc.

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/01/2015

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	500,000(1)	D
Common Stock	50,000(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Options	(3)	08/31/2025	Common Stock	400,000	1	D
Non-Qualified Stock Options	(3)	08/31/2025	Common Stock	3,100,000	(4)	D

Explanation of Responses:

1. Mr. Powell was granted 500,000 restricted stock units consisting of 500,000 shares of Common Stock which will vest over a four-year period in arrears from September 1, 2015 in equal quarterly installments.

2. Mr. Powell purchased 50,000 shares of Common Stock from the Company in a private placement dated as of August 31, 2015 at $0.7567 per share, the fair market value on that date.

3. These options will vest over a four-year period in arrears from September 1, 2015 in equal quarterly installments.

4. These options are exercisable at the following prices: 100,000 shares at $1.00 per share; 1,000,000 shares at $2.00 per share; 1,000,000 shares at $3.00 per share and 1,000,000 shares at $4.00 per share.

	G. Robert Powell	09/08/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.