UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
U.S. Geothermal Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
90338S102
(CUSIP Number)
December 2, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No. 90338S102 | 13G |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bradley Louis Radoff | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER
1,150,538 | ||||
| 6 | SHARED VOTING POWER
4,499,462 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,150,538 | |||||
| 8 | SHARED DISPOSITIVE POWER
4,499,462 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
2
WEST
SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Bradley Louis Radoff relating to Common Stock, $0.001 par value (the “Common Stock”), of U.S. Geothermal Inc., a Delaware corporation (the “Issuer”), purchased by Mr. Radoff. The shares of Common Stock reported on this Schedule 13G are held by (i) a private investment fund managed by Mr. Radoff (the “Fund”), (ii) Mr. Radoff’s family foundation (the “Foundation”) and (iii) Mr. Radoff directly.
| Item 1(a) | Name of Issuer. |
U.S. Geothermal Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
390 E. Parkcenter Blvd., Suite 250
Boise, Idaho 83706
| Item 2(a) | Name of Person Filing. |
Mr. Bradley Louis Radoff
| Item 2(b) | Address of Principal Business Office, or, if none, Residence |
1177 West Loop South
Suite 1625
Houston, Texas 77027
| Item 2(c) | Place of Organization. |
Mr. Radoff is a U.S. citizen.
| Item 2(d) | Title of Class of Securities. |
Common Stock, $0.001 par value (the “Common Stock”)
| Item 2(e) | CUSIP Number. |
90338S102
| Item 3 | Reporting Person. |
The person filing is not listed in Items 3(a) through 3(j).
| Item 4 | Ownership. |
3
WEST
| (a) | Mr. Radoff is the beneficial owner of 5,650,000 shares of Common Stock. This amount consists of (i) 4,024,462 shares of Common Stock held by the Fund, (ii) 475,000 shares of Common Stock held by the Foundation and (iii) 1,150,538 shares of Common Stock held by Mr. Radoff directly. |
| (b) | Mr. Radoff beneficially owns 5,650,000 shares of Common Stock, which represents approximately 5.3% of the shares of Common Stock issued and outstanding. This percentage is determined by dividing the number of shares beneficially held by Mr. Radoff by 107,601,425, the number of shares of Common Stock issued and outstanding as of November 6, 2015, as reported in the Issuer’s most recent 10-Q filed on November 9, 2015. |
| (c) | Mr. Radoff has the shared power to vote and dispose of the 4,499,462 shares of Common Stock held by the Fund and the Foundation. Mr. Radoff has the sole power to vote and dispose of the 1,150,538 shares of Common Stock that he holds directly. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| Item 10 | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
4
WEST
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 7, 2015
| /s/ Bradley Louis Radoff |
| Bradley Louis Radoff |
5