SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MAXWELL BRET R

(Last)

(First)

(Middle)

1033 SKOKIE BLVD.

SUITE 430

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2005

3. Issuer Name and Ticker or Trading Symbol
METALICO INC [ * ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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

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	17,901	I	see footnote⁽¹⁾
COMMON STOCK	1,197	I	see footnote⁽²⁾
COMMON STOCK	30,752	I	see footnote⁽³⁾
COMMON STOCK	19,098	I	see footnote⁽⁴⁾
COMMON STOCK	7,445	I	see footnote⁽⁵⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
PREFERRED STOCK	05/24/2005	⁽⁸⁾	COMMON STOCK	839,350	$3	I	see footnote⁽¹⁾
PREFERRED STOCK	05/24/2004	⁽⁸⁾	COMMON STOCK	56,008	$3	I	see footnote⁽²⁾
PREFERRED STOCK	05/24/2004	⁽⁸⁾	COMMON STOCK	2,148,853	$3	I	see footnote⁽³⁾
PREFERRED STOCK	05/24/2004	⁽⁸⁾	COMMON STOCK	895,363	$3	I	see footnote⁽⁴⁾
PREFERRED STOCK	05/24/2004	⁽⁸⁾	COMMON STOCK	537,226	$3	I	see footnote⁽⁵⁾
WARRANTS	12/01/2000	11/30/2005	COMMON STOCK	15,000	$2.92	I	see footnote⁽⁶⁾
CONVERTIBLE NOTE	09/30/2004	09/30/2005	COMMON STOCK	80,000	$2.75	I	TRUSTEE⁽⁷⁾
CONVERTIBLE NOTE	11/18/2004	11/18/2006	COMMON STOCK	61,539	$3.25	I	TRUSTEE⁽⁷⁾
WARRANT	11/18/2004	11/18/2006	COMMON STOCK	12,308	$4	I	TRUSTEE⁽⁷⁾

Explanation of Responses:

1. Held By: Apex Investment Fund III, L.P. of which the Reporting Person may be deemed to be a beneficial owner pursuant to Rule 16-a-1(a)(2)

2. Held By: Apex Strategic Partners, L.L.C. of which the Reporting Person may be deemed to be a beneficial owner pursuant to Rule 16-a-1(a)(2)

3. Held By: Infastructure and Environmental Equity Fund III L.P. of which the Reporting Person may be deemed to be a beneficial owner pursuant to Rule 16-a-1(a)(2)

4. Held By: The Productivity Fund III, L.P. of which the Reporting Person may be deemed to be a beneficial owner pursuant to Rule 16-a-1(a)(2)

5. Held By: Environmental & Information Private Equity Fund III of which the Reporting Person may be deemed to be a beneficial owner pursuant to Rule 16-a-1(a)(2)

6. Held By: First Analysis Securities Corporation, of which the Reporting Person may be deemed to be a beneficial owner pursuant to Rule 16-a-1(a)(2)

7. The Bret R. Maxwell Revocable Trust

8. No Expiration Date

Remarks:

Interests are held directly as indicated below in this Form 3. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purpose of Section 16 or any other purpose *MLAO (Pink Sheets); MEA (Amex when effective)

	BRET R. MAXWELL	02/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.