13D Filing: JCP Investment Management, LLC and US Geothermal Inc (HTM)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 8)¹

U.S. Geothermal Inc.

(Name
of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

90338S102

(CUSIP Number)

James
C. Pappas

JCP
Investment Management, LLC

1177 West Loop South, Suite 1320

Houston, TX 77027

(713)
333-5540

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

January 24, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

* Includes 16,500 Shares beneficially
owned directly by Mr. Pappas, consisting of Shares underlying certain options awarded to Mr. Pappas in his capacity as a director
of the Issuer that are exercisable within 60 days of the date hereof.

The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”). This Amendment No. 8 amends the Schedule
13D as specifically set forth herein.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by JCP Partnership and JCP Drawdown III were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate
purchase price of the 938,360 Shares owned directly by JCP Partnership is approximately $3,281,456, including brokerage commissions.
The aggregate purchase price of the 1,916,588 Shares owned directly by JCP Drawdown III is approximately $8,724,372, including
brokerage commissions.

The Shares beneficially
owned directly by Mr. Pappas represent Shares underlying certain options awarded to Mr. Pappas in his capacity as a director of
the Issuer that are exercisable within 60 days of the date hereof. Mr. Pappas has also been awarded an additional 8,166 options
that do not vest within the next 60 days.

Item 4 is hereby amended
to add the following:

On January 24, 2018,
JCP Management and certain of its affiliates (collectively, “JCP”) entered into a voting agreement (the “Voting
Agreement”) with Ormat Nevada Inc., a Delaware corporation (“Ormat”), in connection with that certain Agreement
and Plan of Merger (the “Merger Agreement”), dated January 24, 2018, by and among Ormat, OGP Holding Corp., a Delaware
corporation and wholly-owned subsidiary of Ormat (“Merger Sub”), and the Issuer, pursuant to which Merger Sub will
merge with and into the Issuer (the “Merger”), with the Issuer continuing as a subsidiary of Ormat. Under the terms
of the Merger Agreement, stockholders of the Issuer will receive $5.45 per Share in cash. The Merger is expected to close in the
second quarter of 2018, subject to the receipt of stockholder approval of the Issuer and satisfaction of customary closing conditions,
including applicable regulatory approvals.

Pursuant to the Voting
Agreement, JCP agreed, among other things, to vote all of the Shares it beneficially owns (and all other Shares that it may subsequently
acquire) to approve the Merger and the Merger Agreement; provided, however, that JCP’s voting obligations will be suspended
in the event that, and for so long as, the Issuer’s Board of Directors is not recommending that stockholders of the Issuer
vote in favor of the Merger. The Voting Agreement will terminate upon the earliest to occur of (a) the effective time of the Merger,
(b) the date on which the Merger Agreement is terminated in accordance with its terms and (c) the making of any change by amendment,
waiver or other modification to any provision of the Merger Agreement that decreases the amount or changes the form of the Merger
Consideration (as defined in the Merger Agreement).

The foregoing description
of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, which is attached hereto as Exhibit
99.1 and is incorporated herein by reference. In addition, reference is made to the Merger Agreement, which is attached as Exhibit
2.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on January 25, 2018.

Items 5(a) –
(c) are hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 19,449,984 Shares outstanding as of December 31, 2017, which
is the total number of Shares outstanding as reported in the Merger Agreement, which is attached as Exhibit 2.1 to the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2018.

Percentage: Approximately
4.8%

Percentage: Approximately
9.9%

Percentage: Approximately
14.7%

Percentage: Approximately
14.7%

Percentage: Approximately
14.7%

Percentage: Approximately
14.8%

The Reporting Persons,
as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may
be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 is hereby amended
to add the following:

On January 24, 2018,
JCP and Ormat entered into the Voting Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is
hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: January 25, 2018