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^*

GALESI FRANCESCO

(Last)

(First)

(Middle)

695 ROTTERDAM INDUSTRIAL PARK

(Street)

SCHENECTADY

12306

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GREEN EARTH TECHNOLOGIES, INC [ GETG ]

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)
09/10/2014

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 Stock	09/10/2014		P		12,750,324	A	⁽¹⁾	12,750,324	I	By FWD LLC⁽¹⁾
Common Stock								3,240,000	D
Common Stock								2,500,000	I	By Rotterdam Ventures Inc.⁽²⁾
Common Stock								9,796,980	I	By Elysium Natural Resources, LLC⁽²⁾
Common Stock								200,000	I	By Green Planet Products, LLC⁽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)
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)
6% Secured Convertible Debenture	$0.13							⁽⁵⁾	12/31/2014	Common Stock	⁽³⁾		0⁽³⁾	I	By Elysium Natural Resources, LLC⁽²⁾
Series A Common Stock Purchase Warrant	$0.16							⁽⁵⁾	12/31/2016	Common Stock	6,617,647		6,617,647	I	By Elysium Natural Resources, LLC⁽²⁾
6% Secured Convertible Debenture	$0.13							⁽⁵⁾	12/31/2014	Common Stock	⁽⁴⁾		0⁽⁴⁾	I	By Elysium Natural Resources, LLC⁽²⁾

Explanation of Responses:

1. These shares were acquired by the Reporting Person pursuant to a transaction in which FWD, LLC acquired all the shares and certain debt of the Issuer held by a third-party on 9/10/14. The Reporting Person is one of three members of FWD, LLC. Investment decisions of FWD, LLC require the unanimous approval of all of its members.

2. The Reporting Person controls the power to vote and dispose of the securities and disclaims beneficial ownership except to the extent of his pecuniary interest in the securities.

3. On 9/1/14, the transaction date, the 6% Secured Convertible Debenture was convertible into 4,411,765 shares of the Issuer's common stock.

4. On 9/1/14, the transaction date, the 6% Secured Convertible Debenture was convertible into 8,823,529 shares of the Issuer's common stock.

5. Immediately.

	/s/ Francesco Galesi	09/15/2014
	** 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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