Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Procell C Adam
 2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2013		 3. Issuer Name and Ticker or Trading Symbol
LIME ENERGY CO. [LIME]
(Last)
(First)
(Middle)
16810 KENTON DRIVE, SUITE 240		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & COO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HUNTERSVILLE, NC 28078		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 20,075 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock 04/06/2012 04/06/2019 Common Stock 6,667 $ 3.7 D  
Option to Purchase Common Stock 04/06/2011 04/06/2019 Common Stock 6,667 $ 3.7 D  
Option to Purchase Common Stock 04/06/2012 04/06/2019 Common Stock 6,666 $ 3.7 D  
Option to Purchase Common Stock   (2) 04/16/2020 Common Stock 75,000 $ 4.5 D  
Option to Purchase Common Stock 12/31/2011 12/31/2020 Common Stock 7,169 $ 4.04 D  
Option to Purchase Common Stock 12/31/2012 12/31/2020 Common Stock 7,169 $ 4.04 D  
Option to Purchase Common Stock 12/31/2013 12/31/2020 Common Stock 7,168 $ 4.04 D  
Option to Purchase Common Stock 12/31/2012 12/31/2021 Common Stock 9,086 $ 3.26 D  
Option to Purchase Common Stock 12/31/2013 12/31/2021 Common Stock 9,085 $ 3.26 D  
Option to Purchase Common Stock 12/31/2014 12/31/2021 Common Stock 9,085 $ 3.26 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Procell C Adam
16810 KENTON DRIVE
SUITE 240
HUNTERSVILLE, NC 28078		       President & COO  

Signatures

Jeffrey Mistarz, by Power of Attorney 10/02/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 5,165 shares of restricted stock granted pursuant to the 2009 Management Incentive Compensation Plan, of which 3,325 will vest on 12/31/13 and 1,840 will vest on 12/31/14.
(2) Options vest and become exercisable if anytime on or before December 31, 2015 i) the Company's stock price exceeds $20 per share, ii) the Company's annual revenue exceeds $242 million in any year, and iii) the Company's adjusted EBITDA exceeds $24 million in any year.

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