Initial Statement of Beneficial Ownership (3)
November 22 2017 - 2:49PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
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Von Allmen Linda
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/19/2017
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3. Issuer Name
and
Ticker or Trading Symbol
GREEN EARTH TECHNOLOGIES, INC [GETG]
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(Last)
(First)
(Middle)
9 ISLA BAHIA
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
FT LAUDERDALE, FL 33316
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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41844844
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I
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See Footnotes
(1)
(2)
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Common Stock
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5100130
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I
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Owned by Spouse
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock
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10/2/2012
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3/31/2018
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6% Secured Convertible Debenture
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9090909
(3)
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$0.17
(3)
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I
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See Footnotes
(1)
(2)
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Common Stock
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10/4/2012
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12/31/2017
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Common Stock Purchase Warrant
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2941176
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$0.21
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I
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See Footnotes
(1)
(2)
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Common Stock
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3/28/2013
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3/31/2018
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Common Stock Purchase Warrant
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1838235
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$0.21
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I
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See Footnotes
(1)
(2)
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Common Stock
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3/28/2013
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3/31/2018
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6% Secured Convertible Debenture
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5681819
(4)
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$0.17
(4)
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I
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See Footnotes
(1)
(2)
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Common Stock
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5/14/2014
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3/31/2019
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Common Stock Purchase Warrant
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175000
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$0.21
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I
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See Footnotes
(1)
(2)
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Common Stock
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12/31/2014
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3/31/2019
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Common Stock Purchase Warrant
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125000
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$0.21
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I
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See Footnotes
(1)
(2)
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Common Stock
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3/11/2015
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3/31/2018
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6% Secured Convertible Debenture
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833333
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$0.06
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I
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See Footnotes
(1)
(2)
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Common Stock
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5/14/2015
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3/31/2018
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6% Secured Convertible Debenture
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1166667
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$0.06
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I
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See Footnotes
(1)
(2)
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Explanation of Responses:
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(1)
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This Form 3 is filed jointly by D&L Partners, L.P. ("D&L Partners"), D&L Management Corp. ("D&L Management Corp.") and Linda Von Allmen (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 or for any other purpose, the beneficial owners of any securities of the Issuer she or it does not directly own.
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(2)
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Represents securities directly owned by D&L Partners. D&L Management Corp., as the general partner of D&L Partners, may be deemed to beneficially own the securities owned directly by D&L Partners. As a controlling shareholder of D&L Management Corp., Mrs. Von Allmen may be deemed to beneficially own the securities owned directly by D&L Partners.
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(3)
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Due to the anti-dilution provisions of the 6% Secured Convertible Debenture issued by Issuer to D&L Partners, L.P. on October 2, 2012, the conversion price has been reduced to $0.11 upon issuance of shares less than $0.17. Number of shares reported includes the additional 3,208,556 shares of Common Stock that may be issued to D&L Partners upon conversion of the debenture as a result of such anti-dilution adjustment.
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(4)
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Due to the anti-dilution provisions of the 6% Secured Convertible Debenture issued by Issuer to D&L Partners, L.P. on March 28, 2013, the conversion price has been reduced to $0.11 upon issuance of shares less than $0.17. Number of shares reported includes the additional 2,005,348 shares of Common Stock that may be issued to D&L Partners upon conversion of the debenture as a result of such anti-dilution adjustment.
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(5)
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These shares are owned directly by Douglas J. Von Allmen, the spouse of Mrs. Von Allmen. Mrs. Von Allmen disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mrs. Von Allmen is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Von Allmen Linda
9 ISLA BAHIA
FT LAUDERDALE, FL 33316
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X
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D & L Partners, L.P.
9 ISLA BAHIA
FT LAUDERDALE, FL 33316
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X
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D & L Management Corp
9 ISLA BAHIA
FT LAUDERDALE, FL 33316
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X
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Signatures
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Michael Rennock, By Power of Attorney
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11/20/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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