Annual Statement of Changes in Beneficial Ownership (5)
14 Février 2013 - 6:26PM
Edgar (US Regulatory)
FORM 5
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HECKMANN RICHARD J
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2. Issuer Name
and
Ticker or Trading Symbol
Heckmann Corp [HEK]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Chairman
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(Last)
(First)
(Middle)
C/O HECKMANN CORPORATION, 14646 N. KIERLAND, SUITE 260
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2012
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(Street)
SCOTTSDALE, AZ 85254
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001
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12/31/2012
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G
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300000
(2)
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D
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$0
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11754736
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I
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See footnote
(1)
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Common Stock, par value $0.001
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11/21/2012
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G
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29850
(3)
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A
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$0
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211350
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D
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Common Stock, par value $0.001
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12/21/2012
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G
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15000
(4)
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D
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$0
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196350
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D
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Common Stock, par value $0.001
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12/21/2012
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G
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2000
(5)
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D
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$0
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194350
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D
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Common Stock, par value $0.001
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12/21/2012
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G
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4000
(6)
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D
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$0
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190350
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D
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Common Stock, par value $0.001
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12/21/2012
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G
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25000
(7)
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D
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$0
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165350
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D
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Common Stock, par value $0.001
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4500
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I
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See footnote
(8)
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Common Stock, par value $0.001
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4500
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I
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See footnote (8)
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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All shares are directly owned by Heckmann Acquisition, LLC, of which Heckmann Enterprises, Inc. is the sole member. The Reporting Person is the sole shareholder of Heckmann Enterprises, Inc. The Reporting Person disclaims any benficial ownership of the shares of the Issuer owned by Heckmann Acquisition, LLC except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
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(
2)
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Gift by Reporting Person to his adult child not living in his household.
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(
3)
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These shares were Gift to Reporting Person by Wendy Hope Heckmann, wife of the Reporting Person and sharing the Reporting Person's household. 29,000 of these shares were previously disclosed, most recently on a Form 4 dated February 21, 2012, as indirectly held by the Reporting Person and held of record by Wendy Hope Heckmann, the Reporting Person's spouse, of which shares, the Reporting Person previously disclaimed beneficial ownership.
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(
4)
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Gift by Reporting Person to his adult children not living in his household.
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(
5)
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Gift by Reporting Person to adults not residing with the Reporting Person.
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(
6)
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Gift by Reporting Person to custodian of trusts, which trusts are for the benefit of children who reside with the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares held by these trusts.
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(
7)
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Gift by Reporting Person to Wendy Hope Heckmann, as trustee for Wendy Hope Heckmann Trust. The Reporting Person disclaims beneficial ownership of the shares held by this trust.
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(
8)
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Shares held of record by children who reside with the Reporting Person.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HECKMANN RICHARD J
C/O HECKMANN CORPORATION
14646 N. KIERLAND, SUITE 260
SCOTTSDALE, AZ 85254
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X
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Executive Chairman
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Signatures
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/s/Damian C. Georgino, Attorney-in-Fact for Richard J. Heckmann
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2/14/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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