esph_sc13ga.htm

0000943440-13-000133.txt : 20130208 0000943440-13-000133.hdr.sgml : 20130208 20130208162436 ACCESSION NUMBER: 0000943440-13-000133 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 GROUP MEMBERS: DENNIS MCGUIRE GROUP MEMBERS: JACQUELINE MCGUIRE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCGUIRE DENNIS E CENTRAL INDEX KEY: 0001158309 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 3515 SE LIONEL TERRACE CITY: STUART STATE: FL ZIP: 34996 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECOSPHERE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001071760 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 203502861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81568 FILM NUMBER: 13587300 BUSINESS ADDRESS: STREET 1: 3515 S E LIONEL TERRACE CITY: STUART STATE: FL ZIP: 34996 BUSINESS PHONE: 5612874846 MAIL ADDRESS: STREET 1: 3515 S E LIONEL TERRACE CITY: STUART STATE: FL ZIP: 34996 FORMER COMPANY: FORMER CONFORMED NAME: ULTRASTRIP SYSTEMS INC DATE OF NAME CHANGE: 19990311 SC 13G/A 1 mcquire_sc13ga.htm AMENDMENT TO SC 13G esph_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Ecosphere Technologies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

27922X105

(CUSIP Number)

December 31, 2012

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP NO. 27922X105	13G	Page 2 of 4 Pages


1	NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Dennis and Jacqueline McGuire
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 30,257,744 (1)(2)
	6	SHARED VOTING POWER 2,980,076 (3)
	7	SOLE DISPOSITIVE POWER 30,257,744 (1)(2)
	8	SHARED DISPOSITIVE POWER 2,980,076 (3)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,237,820
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1% (4)
12	TYPE OF REPORTING PERSON* IN - Individual

___________


(1)	Represents (i) 29,290,000 stock options held individually by Mr. McGuire and (ii) 750,000 stock options and 217,744 shares of common stock held individually by Mrs. McGuire.


(2)	The options reported have vested or will vest within 60 days of December 31, 2012.


(3)	Represents shares of common stock jointly owned by Mr. and Mrs. McGuire.


(4)	Based on 153,522,678 shares outstanding as of December 31, 2012.


CUSIP NO. 27922X105	13G	Page 3 of 4 Pages

ITEM 1.

(a) Name of Issuer: Ecosphere Technologies, Inc.

(b) Address of Issuer’s Principal Executive Offices: 3515 S.E. Lionel Terrace, Stuart, FL 34997

ITEM 2.

(a) Name of Person Filing: Dennis McGuire and Jacqueline McGuire

(b) Address of Principal Business Office or, if none, Residence: 3515 S.E. Lionel Terrace, Stuart, FL 34997

(d) Title of Class of Securities: Common Stock

(e) CUSIP Number: 27922X105


ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable.


ITEM 4.	OWNERSHIP.

See Item 5 through 9 and 11 of cover page. The amount beneficially owned includes, where appropriate, securities not outstanding, which are subject to options, warrants, rights or conversion privileges that are exercisable within 60 days of December 31, 2012.


ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not Applicable.


ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not Applicable.


ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

Not Applicable.


ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not Applicable.


ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.

Not Applicable.


ITEM 10.	CERTIFICATION

Not Applicable.


CUSIP NO. 27922X105	13G	Page 4 of 4 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 8, 2013	By:	/s/ Dennis McGuire
		Dennis McGuire


	By:	/s/ Jacqueline McGuire
		Jacqueline McGuire