X0206 3 2013-01-31 0 0001164552 Green Energy Management Services Holdings, Inc. GRMS 0001569014 Thomson Robert B C/O GREEN ENERGY MANAGEMENT SERVICES HOL 2251 DRUSILLA LANE, SUITE B BATON ROUGE LA 70809 1 0 1 0 Common Stock, $0.0001 par value 47453 D Common Stock Warrant (right to buy ) 0.001 2012-12-31 2015-12-31 Common Stock, $0.0001 par value 19035638 I By Water Tech World Wide, LLC Common Stock Warrant (right to buy ) 0.01 2012-12-31 2015-12-31 Common Stock, $0.0001 par value 2337707 I By Water Tech World Wide, LLC This Form 3 is being filed in connection with the appointment of the Reporting Person as a director of the Issuer on January 31, 2013. On December 31, 2012, the Issuer sold to Water Tech World Wide, LLC ("Water Tech") (i) an 8% secured promissory note (the "Note"), (ii) a warrant (the "First Warrant") and (iii) a second warrant (the "Second Warrant", and together with the First Warrant, the "Warrants"), for gross proceeds of $310,000. See Footnotes No. 3 - No. 5 for additional information. The First Warrant currently entitles Water Tech to purchase 19,035,638 shares of the Issuer's common stock, $0.001 par value per share (the "Common Stock"), provided that upon the issuance by the Issuer of any Common Stock (subject to certain exceptions) prior to the complete exercise of the First Warrant, the First Warrant will thereafter be exercisable for the aggregate number of shares of Common Stock which, when converted, are convertible into the aggregate number of shares of Common Stock equal to 30% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant. The Second Warrant currently entitles Water Tech to purchase 2,337,707 shares of Common Stock, provided that upon the issuance by the Issuer of any Common Stock (subject to certain exceptions) prior to the complete exercise of the Second Warrant, the Second Warrant will thereafter be exercisable for the aggregate number of shares of Common Stock which, when converted, are convertible into the aggregate number of shares of Common Stock equal to 5% of such aggregate number of shares of Common Stock then deemed outstanding, including upon the issuance of such warrant. Water Tech owns the reported securities directly. The Reporting Person is the managing member of Water Tech and has the sole voting and dispositive power over the shares of Common Stock underlying the Warrants. Accordingly, the Reporting Person may be deemed to have an indirect beneficial ownership interest in the reported securities as the managing member of Water Tech. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Also, see Form 3 and Schedule 13D filed by Water Tech with the United States Securities and Exchange Commission on or about February 26, 2013. /s/ Robert B. Thomson 2013-02-26