SEC FORM 4

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^*

Walker John H

(Last)

(First)

(Middle)

C/O US GEOTHERMAL INC.

390 E PARKCENTER BLVD, SUITE 250

(Street)

BOISE

83706

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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.

	/s/ Kerry D. Hawkley as attorney-in-fact for John H. Walker	04/26/2018
	** 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).
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