Blue Earth (BBLUQ) Form 4 Blue Earth / LAIRD Q CAGAN ownership change

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^*

CAGAN LAIRD Q

(Last) (First) (Middle)

20400 STEVENS CREEK BLVD.

STE 700

(Street)

CUPERTINO CA 95014

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/13/2016		C		3,424,287	A	$0	4,584,287(1)	D

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
Warrants	$0.01	01/13/2016		C			323,000	07/03/2013	02/24/2021	Common Stock	323,000	$0	3,222,000	D
Warrants	$0.01	01/13/2016		C			187,000	10/19/2012	12/11/2022	Common Stock	187,000	$0	3,035,000	D
Warrants	$0.01	01/13/2016		C			971,429	01/01/2014	12/31/2024	Common Stock	971,429	$0	2,063,571	D
Warrants	$0.01	01/13/2016		C			971,429	04/17/2013	04/16/2023	Common Stock	971,429	$0	1,092,142	D
Warrants	$0.01	01/13/2016		C			971,429	11/06/2012	11/05/2022	Common Stock	971,429	$0	120,713	D

Explanation of Responses:

1. Includes (a) 250,000 shares beneficially owned by Cagan Capital LLC, a company that Mr. Cagan beneficially owns, and (b) 350,000 shares beneficially owned by Mr. Cagan's minor children, held in KC Lifetime Trust. Mr. Cagan disclaims beneficial ownership of the securities held in the Trust.

	Laird Q. Cagan	01/14/2016
	** 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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