Jackson Investment 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)
06/23/2015

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

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
3-Year Warrant (right to buy)	$1.08(1)	06/23/2015		J		300,000(1)		(2)	06/23/2018	Common Stock	300,000	$0.00(3)	300,000	D(4)

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. 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.

2. The warrant is immediately exercisable for 150,000 shares of common stock of Blue Earth. The warrant becomes exercisable for all shares of common stock subject to the warrant on June 23, 2016 provided that the right to exercise the warrant shall accelerate upon certain changes of control of Blue Earth or immediately prior to a qualifying Blue Earth underwritten public offering and shall terminate after thirty (30) days thereafter.

3. The warrant was issued in consideration of Jackson Investment Group, LLC's two-year agreement to provide consulting services to Blue Earth.

4. 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	06/24/2015
	/s/ Richard L. Jackson	06/24/2015
	** 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 4 (b)(v).
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