Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* FALLAT DALE W	2. Issuer Name and Ticker or Trading Symbol GREENSHIFT CORP [GERS]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 6704 REGENTS PARK DRIVE	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2012
(Street) ZIONSVILLE, IN 46077 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	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	12/20/2012		P4 ⁽¹⁾ ⁽²⁾	151363	A	$0.0268 ⁽³⁾	8104349	D
Common Stock	12/21/2012		P4	31009	A	$0.0265 ⁽⁴⁾	8135358	D
Common Stock	12/24/2012		P4	65540	A	$0.0260 ⁽⁵⁾	8200898	D
Common Stock	12/26/2012		P4	122020	A	$0.0278 ⁽⁶⁾	8322918	D
Common Stock	12/27/2012		P4	206938	A	$0.0280 ⁽⁷⁾	8529856	D
Common Stock	12/28/2012		P4	2058872	A	$0.0257 ⁽⁸⁾	10588728	D
Common Stock	12/31/2012		P4	542000	A	$0.0316 ⁽⁹⁾	11130728	D

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	The reporting person purchased 50,075 shares of Greenshift Corporation common stock on 11/14/2012 and, as a result, became a greater than 10% owner of Greenshift Corporation common stock.
( 2)	The sales of common stock by Mr. Fallat were matchable under Section 16(b) of the Securities Exchange Act of 1934 ("Section 16(b)") with the purchases by Mr. Fallat of 2,312,383 shares of common stock from November 14, 2012 through February 11, 2013. Mr. Fallat paid $16,008.17 to the Company in accordance with Section 16(b), representing deemed profit from the sales matchable with such purchases, calculated pursuant to Section 16(b). These matchable transactions are reported on several Forms 4 and Forms 5 filed today.
( 3)	The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.0200 to $0.0280, inclusive. The reporting person undertakes to provide Greenshift Corporation, any security holder of Greenshift Corporation, or the staff of the Securities and Exchange Commmission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 4)	The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.0244 to $0.0280, inclusive. The reporting person undertakes to provide Greenshift Corporation, any security holder of Greenshift Corporation, or the staff of the Securities and Exchange Commmission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 5)	The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.0255 to $0.0280, inclusive. The reporting person undertakes to provide Greenshift Corporation, any security holder of Greenshift Corporation, or the staff of the Securities and Exchange Commmission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 6)	The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.0260 to $0.0290, inclusive. The reporting person undertakes to provide Greenshift Corporation, any security holder of Greenshift Corporation, or the staff of the Securities and Exchange Commmission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 7)	The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.0260 to $0.0290, inclusive. The reporting person undertakes to provide Greenshift Corporation, any security holder of Greenshift Corporation, or the staff of the Securities and Exchange Commmission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 8)	The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.0221 to $0.0285, inclusive. The reporting person undertakes to provide Greenshift Corporation, any security holder of Greenshift Corporation, or the staff of the Securities and Exchange Commmission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 9)	The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.0270 to $0.0340, inclusive. The reporting person undertakes to provide Greenshift Corporation, any security holder of Greenshift Corporation, or the staff of the Securities and Exchange Commmission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FALLAT DALE W 6704 REGENTS PARK DRIVE ZIONSVILLE, IN 46077		X

Signatures
/s/ Dale W. Fallat		8/14/2013
^** 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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