UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO ~~Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~SECTION of13 ~~Report~~OR 15(~~Date of earliest event reported~~d)~~: May~~ ~~15,~~OF ~~2013~~THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 28, 2013

GREEN BALLAST, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~000-54568~~	45000-~~1629984~~54568		45-1629984
(State or Other Jurisdiction of Incorporation)	~~(Commission File Number)~~	(~~I.R.S.~~Commission ~~Employer~~File ~~Identification No.~~Number)		(I.R.S. Employer Identification No.)
2620 Thousand Oaks Blvd., Suite 4000, Memphis, Tennessee		~~38118~~	38118
(Address of principal executive offices)		~~(Zip Code)~~	(Zip Code)
	(901) 260-4400
	(Registrant's telephone number, including area code) (Former name or former address, if changed since last report)

(901) 260-4400 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Item 15.0102. Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement~~Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers

(b) The ~~Company~~Board ~~entered~~of ~~into~~Directors ~~a sixth amendment effective as~~ of ~~May~~Green 15Ballast, ~~2013~~Inc. (the “~~Gemini Note Amendment~~Company”) toterminated ~~its~~William ~~8% Senior Secured Convertible Note issued on April 15, 2011 to Gemini Master Fund, Ltd~~H. ~~(the~~Bethell ~~“Gemini~~from ~~Note”).~~his ~~The~~position ~~Gemini~~as ~~Note~~Chief ~~Amendment~~Financial ~~extended~~Officer ~~the~~and ~~maturity date~~Treasurer of the ~~Gemini~~Company, ~~Note~~effective toas ~~July~~of 15June 28, 2013.

(c) The Board of Directors of the Company ~~entered~~appointed ~~into~~Penelope aSpringer ~~sixth~~as ~~amendment~~ the Company’s principal accounting officer, effective as of ~~May~~June 1528, 2013. Ms. (Springer is the Chief Financial Officer of CB Richard Ellis Memphis, LLC (“~~GBL~~CB ~~Note~~Richard ~~Amendment~~Ellis”). At toCB ~~its~~Richard 8%Ellis, ~~Senior~~Ms. ~~Secured~~Springer ~~Note~~is ~~issued~~responsible onfor ~~April~~all 15financial operations of the company, ~~2011 to~~including ~~Green~~budgeting, ~~Ballast~~financial ~~LLC~~analysis (and reporting, commission-generated revenue, and the ~~“GBL~~monitoring ~~Note”)~~of compliance with established accounting policies and procedures. Prior ~~The~~to ~~GBL~~joining ~~Note~~CB ~~Amendment~~Richard ~~extended~~Ellis ~~the~~in ~~maturity~~1994, ~~date~~Ms. Springer worked with one of the ~~GBL~~largest ~~Note~~and tomost ~~July~~respected 15accounting firms in the country, ~~2013~~ Coopers and Lybrand, which is now doing business as PricewaterhouseCoopers. During her five years at Coopers and Lybrand, she was a senior associate in the audit department.

The Company entered into an amendment effective as of May 15, 2013 (the “Bridge Notes Amendment”) to its 8% Mandatorily Convertible Notes with a maturity date of October 16, 2013, issued to certain accredited investors (the “Bridge Notes”). The extension extended the deadline to consummate a Qualified Financing (as defined in the Bridge Notes) under Section 6(c) of the Bridge Notes to July 15, 2013.SIGNATURES

~~The~~Pursuant ~~Company entered into an amendment (the “Warrant Amendment”)~~ to ~~certain warrants issued to Gemini Master Fund, Ltd. which became effective as of May 15, 2013. As a result,~~ the ~~exercise~~requirements ~~price for each~~ of the ~~Company’s~~Securities ~~Class~~Exchange AAct ~~warrants, exercisable into 1,500,000 shares~~ of ~~Common~~ ~~Stock~~1934, ~~and~~the ~~Class~~registrant Bhas ~~warrants,~~duly ~~exercisable~~caused ~~into~~this ~~1,500,000~~report ~~shares of Common Stock and Class C warrants, exercisable into 2,000,000 shares of Common Stock, was reduced~~ to ~~$0.15~~be ~~per~~signed ~~share.~~on Asits abehalf ~~result,~~by the ~~warrants~~undersigned ~~are~~hereunto ~~exercisable~~duly ~~for an aggregate of 5,000,000 shares of Common Stock for an exercise price of $0~~authorized.~~15 per share.~~

~~The~~GREEN ~~foregoing summary of the Gemini Note Amendment~~BALLAST, ~~the~~ ~~GBL Note Amendment, the Bridge Notes Amendment and the Warrant Amendment set forth in this Item 1~~INC.~~01 are qualified in their entirety by reference to the text of each, which are incorporated by reference herein as Exhibits 4.1, 4.2, 4.3 and 4.4 respectively.~~

~~Item~~By: 9/s/ J.01 ~~Financial~~Kevin ~~Statements and Exhibits~~Adams

Exhibit No.	Description
4.1	Amendment No. 6 to Green Ballast, Inc. 8% Senior Secured Convertible Note effective as of May 15, 2013, issued to Gemini Master Fund, Ltd.
4.2	Amendment No. 6 to Green Ballast, Inc., 8% Senior Secured Note effective as of May 15, 2013, issued to Green Ballast LLC.
4.3	Amendment to Green Ballast, Inc., 8% Mandatorily Convertible Notes effective as of May 15, 2013, issued to certain accredited investors.
4.4	Amendment to Warrants by and between the Company and Gemini Master Fund, Ltd. Dated April 16, 2013

	J. Kevin Adams
	Chief Executive Officer and President

~~SIGNATURES~~Date: July 3, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 28, 2013

Green Ballast, Inc. By: /s/ J. Kevin Adams Name: J. Kevin AdamsTitle: Chief Executive Officer

Filing Compare · Green Ballast, Inc.