UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~January~~February 3110, 2017

LIME ENERGY CO.

(Exact name of registrant as specified in charter)

DELAWARE		001-16265		36-4197337
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4 Gateway Center, 4th Floor, 100 Mulberry Street, Newark, NJ 07102

(Address of principal executive offices)

(201) 416-2575
(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 53.0703. ~~Submission~~Material ofModifications ~~Matters~~ to aRights ~~Vote~~ of Security Holders

AOn ~~special~~February 10, ~~meeting~~2017, ~~of stockholders of~~ Lime Energy Co. (the “Company”) ~~was~~completed ~~held~~its onpreviously ~~January 31,~~announced ~~2017~~reverse/forward ~~(the~~stock ~~“Special~~split ~~Meeting”).~~by Atfiling the ~~Special~~following ~~Meeting,~~documents ~~the~~with ~~holders of~~ the ~~Company’s~~office ~~Common Stock and the holders~~ of the ~~Company’s~~Secretary ~~Series C Preferred Stock voted on proposed amendments to the Company’s Certificate~~ of ~~Incorporation~~State ~~intended to enable the Company to reduce the number~~ of record holders of the Common Stock, so as to allow the Company to terminate registration of the Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Terminating such registration will allow the Company to suspend its reporting obligations under the Exchange Act and thereby eliminate the significant tangible and intangible costs of being a reporting company under the Exchange Act. The results of the voting on the four proposals submitted to stockholders were as followsDelaware:

~~1. Approval~~· A Certificate of ~~Reverse~~Amendment ~~Stock~~to ~~Split (Option 1). To authorize~~ the ~~amendment of the~~ Company’s Certificate of Incorporation to effect athe reverse stock split ofat ~~the~~6:00 ~~Company’s~~p.m. Eastern ~~outstanding~~Time ~~shares~~on ofFebruary 10, ~~Common~~2017 ~~Stock~~(a atcopy aof ~~ratio~~which Certificate of ~~1-for-300~~Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference); and

	For	Against	Abstain	Broker Non-Votes
Common Stock	5,121,632	21,582	2,262	—
Series C Preferred Stock	4,166,666	0	0	—

· A Certificate of Amendment to the Company’s Certificate of Incorporation to effect the forward stock split at 6:01 p.m. Eastern Time on February 10, 2017 (a copy of which Certificate of Amendment is attached hereto as Exhibit 3.2 and incorporated herein by reference).

~~2. Approval~~As ofa ~~Reverse~~result ~~Stock Split (Option 2). To authorize the amendment~~ of the ~~Company’s~~filing ~~Certificate~~ of ~~Incorporation to effect a reverse stock split of~~ the ~~Company’s~~two ~~outstanding~~Certificates ~~shares~~ of ~~Common~~Amendment ~~Stock~~referred atto ~~a ratio of 1-for-500~~above:

	For	Against	Abstain	Broker Non-Votes
Common Stock	4,862,471	193,306	89,699	—
Series C Preferred Stock	4,166,666	0	0	—

· Each holder of record of fewer than 300 shares of the Company’s Common Stock immediately prior to the effective time of the reverse stock split will receive a cash payment equal to $2.49, subject to any applicable U.S. federal, state and local withholding tax, without interest, per pre-split share. Such holders of record will no longer be stockholders of the Company with respect to such shares; and

~~3. Approval~~· Each stockholder of ~~Reverse~~record ~~Stock~~owning ~~Split~~at ~~(Option~~least ~~3).~~300 Toshares ~~authorize~~of ~~the~~Common ~~amendment~~Stock ofimmediately prior to the ~~Company’s~~effective ~~Certificate~~time of ~~Incorporation~~the ~~to effect a~~ reverse stock split ofwill continue to hold the ~~Company’s~~same ~~outstanding~~number of shares of Common Stock atafter acompletion ~~ratio~~ of ~~1-for-1,000:~~the reverse stock split and the forward stock split.

	For	Against	Abstain	Broker Non-Votes
Common Stock	4,865,480	190,296	89,700	—
Series C Preferred Stock	4,166,666	0	0	—

As a result of the reverse/forward stock split, the Company expects to have fewer than 300 record holders of the Common Stock, which will cause the Common Stock to be eligible for termination of registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a notice on Form 15 with the SEC to terminate the Common Stock’s registration under Section 12(g) of the Exchange Act. Upon the filing of the Form 15, the Company’s obligation to file periodic and current reports under the Exchange Act will be immediately suspended. Deregistration of the Common Stock will be effective 90 days after filing of the Form 15. Upon deregistration of the Common Stock, the Company’s obligation to comply with the requirements of the proxy rules and to file proxy statements under Section 14 of the Exchange Act will also be suspended. The Company will not be required to file periodic and current reports with the SEC in the future unless it subsequently files another registration statement under the Securities Act of 1933, as amended, becomes listed on a national securities exchange, or again has at least 300 record holders of common shares.

~~4. Approval~~Item ~~of Forward Stock Split~~9.01 ToFinancial ~~authorize~~Statements ~~the~~and amendment of the Company’s Certificate of Incorporation to effect a forward stock split of the Company’s outstanding shares of Common Stock at a ratio of 300-for-1 (only if Option 1 is implemented), 500-for-1 (only if Option 2 is implemented), or 1,000-for-1 (only if Option 3 is implemented):Exhibits

	For	Against	Abstain	Broker Non-Votes
Common Stock	5,037,971	17,204	90,301	—
Series C Preferred Stock	4,166,666	0	0	—

(d) Exhibits.

Immediately following the Special Meeting, the Board of Directors of the Company met and determined to implement a reverse stock split of the Company’s outstanding shares of Common Stock at a ratio of 1-for-300 (the “Reverse Stock Split”), immediately followed by a forward stock split of the Company’s outstanding shares of Common Stock at a ratio of 300-for-1 (the “Forward Stock Split”), and authorized the filing of the proposed amendments to the Company’s Certificate of Incorporation with the Secretary of State of Delaware to effect the Reverse Stock Split and the Forward Stock Split. Each stockholder of record owning fewer than 300 shares of Common Stock immediately prior to the effective time of the Reverse Stock Split (6:00 p.m. on February 10, 2017) will receive a cash payment equal to the greater of (A) $2.49 and (B) the average closing market price over the 10-day period ending on

3.1		Certificate of Amendment Effecting Reverse Stock Split.
3.2		Certificate of Amendment Effecting Forward Stock Split.

February 10, 2017 (subject to any applicable U.S. federal, state and local withholding tax), without interest, per pre-split share. Each stockholder of record owning at least 300 shares of Common Stock immediately prior to the effective time of the Reverse Stock Split will continue to hold the same number of shares of Common Stock after completion of the Reverse Stock Split and the Forward Stock Split.SIGNATURE

3Pursuant 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.

SIGNATURE

	LIME ENERGY CO.


Date: February 10, 2017	By:	/s/ Bruce D. Torkelson
		Bruce D. Torkelson
		Chief Financial Officer & Treasurer

~~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.~~3

	LIME ENERGY CO.
Date: January 31, 2017	By:	/s/ Bruce D. Torkelson
		Bruce D. Torkelson
		Chief Financial Officer & Treasurer

EXHIBIT INDEX

Exhibit No.		Description

3.1		Certificate of Amendment Effecting Reverse Stock Split.

3.2		Certificate of Amendment Effecting Forward Stock Split.

Filing Compare · LIME ENERGY CO.