Sec Form 4 Filing - Walker John H @ US GEOTHERMAL INC - 2018-04-24

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
Walker John H
2. Issuer Name and Ticker or Trading Symbol
US GEOTHERMAL INC [ HTM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O US GEOTHERMAL INC., 390 E PARKCENTER BLVD, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
04/24/2018
(Street)
BOISE, ID83706
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 Shares 04/24/2018 D 6,709 D ( 1 ) $ 5.45 0 D
Common Shares 04/24/2018 D 5,333 D ( 1 ) $ 5.45 0 I Father
Common Shares 04/24/2018 D 5,233 D ( 1 ) $ 5.45 0 I Spouse
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
Stock Option (Right to Buy) $ 4.08 04/24/2018 D 13,889 03/28/2017( 2 ) 03/28/2022 Common Shares 13,889 ( 3 ) 0 D
Stock Option (Right to Buy) $ 4.02 ( 4 ) 04/24/2018 D 16,666 ( 4 ) 03/31/2016( 5 ) 03/31/2021 Common Shares 16,666 ( 6 ) 0 D
Stock Option (Right to Buy) $ 2.88 ( 4 ) 04/24/2018 D 16,666 ( 4 ) 05/15/2015 05/15/2020 Common Shares 16,666 ( 7 ) 0 D
Stock Option (Right to Buy) $ 4.44 ( 4 ) 04/24/2018 D 16,666 ( 4 ) 04/02/2014( 5 ) 04/01/2019 Common Shares 16,666 ( 8 ) 0 D
Stock Option (Right to Buy) $ 2.76 ( 4 ) 04/24/2018 D 16,666 ( 4 ) 07/22/2013( 5 ) 07/22/2018 Common Shares 16,666 ( 9 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walker John H
C/O US GEOTHERMAL INC.
390 E PARKCENTER BLVD, SUITE 250
BOISE, ID83706
X
Signatures
/s/ Kerry D. Hawkley as attorney-in-fact for John H. Walker 04/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were disposed of pursuant to a merger agreement between the Issuer and Ormat Nevada Inc., a subsidiary of Ormat Technologies, Inc. (the "Ormat Merger").
( 2 )Reflects grant date; the options were subject to a vesting schedule and were 75% vested on the date of the Ormat Merger.
( 3 )The reporting person received $19,027.93 as consideration for cancellation of the options pursuant to the Ormat Merger.
( 4 )Adjusted to reflect 6:1 stock consolidation effective November 10, 2016.
( 5 )Reflects grant date; options were subject to a vesting schedule and were 100% vested on the date of the Ormat Merger.
( 6 )The reporting person received $23,832.38 as consideration for cancellation of the options pursuant to the Ormat Merger.
( 7 )The reporting person received $42,831.62 as consideration for cancellation of the options pursuant to the Ormat Merger.
( 8 )The reporting person recevied $16,832.66 as consideration for cancellation of the options pursuant to the Ormat Merger.
( 9 )The reporting person received $44,831.54 as consideration for cancellation of the options pursuant to the Ormat Merger.

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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