SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HANNAN JOHN J

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENVIRONMENTAL SOLUTIONS WORLDWIDE INC [ ESWW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Remarks
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2013
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Restricted Common Stock, par value $0.001 10/01/2013 J(1) 157(1) A $25(1) 1,317(2) D
Restricted Common Stock, par value $0.001 12/06/2013 A(3) 500(4) A $30(3) 1,817(2) D
Restricted Common Stock, par value $0.001 12/06/2013 A(3) 500(5) A $30(3) 2,317(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
10% Senior Secured Convertible Promissory Note $80 03/27/2013 A 344(6) 03/27/2013 03/22/2018 Common Stock 0 $0 344 D
10% Senior Secured Convertible Promissory Note $80 04/23/2013 A 393(6) 04/23/2013 03/22/2018 Common Stock 0 $0 736 D
10% Senior Secured Convertible Promissory Note $80 06/27/2013 A 491(6) 06/27/2013 03/22/2018 Common Stock 0 $0 884 D
Explanation of Responses:
1. Represents the first interest payment in respect of the 10% Senior Secured Convertible Promissory Notes Held by the Reporting Person, which the Company elected to pay in common stock pursuant to the terms of such Note. The $25 price reflects the average 20 day trailing closing price of the Company's common stock as quoted on the OTCQB prior to October 1, 2013. No cash consideration was paid for the shares.
2. Includes 1,065 shares of common stock previously reported and 95 shares of restricted common stock previously issued under Company's 2010 Stock Incentive Plan of which 70 shares have already vested and the remaining 25 shares vest December 31, 2013.
3. Granted under the Company's 2013 Stock Incentive Plan (the "Plan") in connection with service by the Reporting Person on the Company's board of directors. Grant deemed effective as of the date Reporting Person enters into a Restricted Stock Agreement with the Issuer. The $30 price reflects the closing price of the Company's common stock as quoted on the OTCQB on December 6, 2013. No cash consideration was paid for the shares.
4. Shares of restricted stock issued under the Plan of which 334 shares vest December 31, 2013 and 166 shares vest December 31, 2014.
5. Shares of restricted stock issued under the Plan of which 167 shares vest on each of December 31, 2013 and December 31, 2014 and 166 shares vest on December 31, 2015.
6. Based upon the principal amount of the 10% Senior Secured Convertible Promissory Note and a conversion price of $80 per share in connection with any conversion of such Note into common stock.
Remarks:
The Reporting Person may be deemed to be a member of a group that collectively owns more than 10% of the outstanding shares of common stock of the issuer. See the amendment to the Statement on Schedule 13D/A filed on July 15, 2011, also see the Statement on Schedule 13D filed on May 03, 2013 by the Reporting Person and others. The Reporting Person disclaims membership in the group
/s/John J. Hannan 12/10/2013
** 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 4 (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.
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