JCP Drawdown Partnership III Form 4 US GEOTHERMAL / James C Pappas 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^*

JCP Investment Management, LLC

(Last) (First) (Middle)

1177 WEST LOOP SOUTH

SUITE 1650

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
US GEOTHERMAL INC [ HTM ]

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)
06/02/2016

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)	06/02/2016		P		6,400	A	$0.7899	8,797,020	I	By: JCP Drawdown Partnership III, LP(3)
Common Stock(1)	06/03/2016		P		45,400	A	$0.7886	8,842,420	I	By: JCP Drawdown Partnership III, LP(3)
Common Stock(1)	06/06/2016		P		544,956	A	$0.8	9,387,376	I	By: JCP Drawdown Partnership III, LP(3)
Common Stock(1)								5,630,160	I	By: JCP Investment Partnership, LP(2)

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

1. Name and Address of Reporting Person^*

JCP Investment Management, LLC

(Last) (First) (Middle)

1177 WEST LOOP SOUTH

SUITE 1650

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JCP Investment Partnership, LP

(Last) (First) (Middle)

1177 WEST LOOP SOUTH

SUITE 1650

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JCP Drawdown Partnership III, LP

(Last) (First) (Middle)

1177 WEST LOOP SOUTH

SUITE 1650

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JCP Investment Partners, LP

(Last) (First) (Middle)

1177 WEST LOOP SOUTH

SUITE 1650

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JCP Investment Holdings, LLC

(Last) (First) (Middle)

1177 WEST LOOP SOUTH

SUITE 1650

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pappas James C

(Last) (First) (Middle)

1177 WEST LOOP SOUTH

SUITE 1650

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by JCP Investment Partnership, LP ("JCP Partnership"), JCP Drawdown Partnership III, LP ("JCP Drawdown III"), JCP Investment Partners, LP ("JCP Partners"), JCP Investment Holdings, LLC ("JCP Holdings"), JCP Investment Management, LLC ("JCP Management") and James C. Pappas (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.

2. Represents shares of Common Stock owned directly by JCP Partnership. JCP Partners, as the general partner of JCP Partnership, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. JCP Holdings, as the general partner of JCP Partners, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. JCP Management, as the investment manager of JCP Partnership, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership. Mr. Pappas, as the managing member of JCP Management and the sole member of JCP Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Partnership.

3. Represents shares of Common Stock owned directly by JCP Drawdown III. JCP Partners, as the general partner of JCP Drawdown III, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Drawdown III. JCP Holdings, as the general partner of JCP Partners, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Drawdown III. JCP Management, as the investment manager of JCP Drawdown III, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Drawdown III. Mr. Pappas, as the managing member of JCP Management and the sole member of JCP Holdings, may be deemed to beneficially own the shares of Common Stock owned directly by JCP Drawdown III.

	JCP Investment Management, LLC, By: /s/ James C. Pappas, Managing Member	06/06/2016
	JCP Investment Partnership, LP, By: JCP Investment Management, LLC, Investment Manager, By: /s/ James C. Pappas, Managing Member	06/06/2016
	JCP Drawdown Partnership III, LP, By: JCP Investment Management, LLC, Investment Manager, By: /s/ James C. Pappas, Managing Member	06/06/2016
	JCP Investment Partners, LP, By: JCP Investment Holdings, LLC, General Partner, By: /s/ James C. Pappas, Sole Member	06/06/2016
	JCP Investment Holdings, LLC, By: /s/ James C. Pappas, Sole Member	06/06/2016
	/s/ James C. Pappas	06/06/2016
	** 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).
** 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.
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