Blue Earth (BBLUQ) Form 4 Blue Earth / Richard Lee Jackson 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^*

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)
12/11/2015

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/11/2015		J		704,842	A	$0.5(1)	13,995,618	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
5 Year Warrant (right to buy)	$0.5(2)	12/11/2015		J		2,861,856(2)		12/11/2015	12/11/2020	Common Stock	2,861,856	$0.00(2)	2,861,856	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)

1. Name and Address of Reporting Person^*

Jackson Richard Lee

(Last) (First) (Middle)

2655 NORTHWINDS PARKWAY

(Street)

ALPHARETTA, GA 30009

(City) (State) (Zip)

Explanation of Responses:

1. Blue Earth, Inc. ("Blue Earth") issued 704,842 shares of common stock (valued at $0.50 per share) to Jackson Investment Group, LLC, partially in payment of a portion of principal and interest owed under a promissory note and partially in payment of costs owed in connection with financings.

2. Exercise price and the number of shares underlying the warrant are subject to adjustment for structural anti-dilution, such as for stock splits, dividends and combinations. The warrant was issued in consideration of a bridge loan to Blue Earth from Jackson Investment Group, LLC.

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	12/15/2015
	/s/ Richard L. Jackson	12/15/2015
	** Signature of Reporting Person	Date
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