Sec Form 4 Filing - JCP Investment Management, LLC @ US GEOTHERMAL INC - 2016-06-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
JCP Investment Management, LLC
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)
(Last) (First) (Middle)
1177 WEST LOOP SOUTH, SUITE 1650
3. Date of Earliest Transaction (MM/DD/YY)
06/02/2016
(Street)
HOUSTON, TX77027
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JCP Investment Management, LLC
1177 WEST LOOP SOUTH
SUITE 1650
HOUSTON, TX77027
X
JCP Investment Partnership, LP
1177 WEST LOOP SOUTH
SUITE 1650
HOUSTON, TX77027
See Footnote 1
JCP Drawdown Partnership III, LP
1177 WEST LOOP SOUTH
SUITE 1650
HOUSTON, TX77027
See Footnote 1
JCP Investment Partners, LP
1177 WEST LOOP SOUTH
SUITE 1650
HOUSTON, TX77027
X
JCP Investment Holdings, LLC
1177 WEST LOOP SOUTH
SUITE 1650
HOUSTON, TX77027
X
Pappas James C
1177 WEST LOOP SOUTH
SUITE 1650
HOUSTON, TX77027
X
Signatures
JCP Investment Management, LLC, By: /s/ James C. Pappas, Managing Member 06/06/2016
Signature of Reporting Person Date
JCP Investment Partnership, LP, By: JCP Investment Management, LLC, Investment Manager, By: /s/ James C. Pappas, Managing Member 06/06/2016
Signature of Reporting Person Date
JCP Drawdown Partnership III, LP, By: JCP Investment Management, LLC, Investment Manager, By: /s/ James C. Pappas, Managing Member 06/06/2016
Signature of Reporting Person Date
JCP Investment Partners, LP, By: JCP Investment Holdings, LLC, General Partner, By: /s/ James C. Pappas, Sole Member 06/06/2016
Signature of Reporting Person Date
JCP Investment Holdings, LLC, By: /s/ James C. Pappas, Sole Member 06/06/2016
Signature of Reporting Person Date
/s/ James C. Pappas 06/06/2016
Signature of Reporting Person Date
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.

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