FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * KIPHART RICHARD P   2. Issuer Name and Ticker or Trading Symbol LIME ENERGY CO. [LIME] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WILLIAM BLAIR &COMPANY, LLC, 222 WEST ADAMS STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/22/2014 (Street) CHICAGO, IL 60606 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 12/22/2014   M   1,591,569 (1) A (1) 4,090,689 D   Common Stock 12/22/2014   M   798,205 (1) A (1) 4,090,689 D   Common Stock 12/22/2014   M   160,125 (2) A (2) 4,090,689 D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

$ 3.51

12/22/2014

M

558,641

(1)

(1)

Common Stock (1)

1,591,569 (1)

$ 0

0

D

Series B Preferred Stock

$ 2.83

12/22/2014

M

225,892

(1)

(1)

Common Stock (1)

798,205 (1)

$ 0

0

D

2014 Subordinated Secured Convertible Pay-In-Kind Note

$ 4.91

12/22/2014

M

$ 786,215.75 (2)

(2)

(2)

Common Stock (2)

160,125 (2)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KIPHART RICHARD P C/O WILLIAM BLAIR &COMPANY, LLC 222 WEST ADAMS STREET CHICAGO, IL 60606	X	X

Signatures

Mary Colleen Brennan		01/06/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the terms of the C0mpany's certificates of designation, the reporting person converted 558,641 shares of the Company's Series A Preferred Stock into 1,591,569 shares of the Company's Common Stock and 225,892 shares of the Company's Series B Preferred Stock into 798,205 shares of the Company's Common Stock.
(2)	Pursuant to the terms of the 2014 Subordinated Secured Convertible Pay-In-Kind Note, the reporting person converted the amount of $786,215.75 due under the note into 160,125 shares of the Company's Common Stock.

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