0001172661-12-000170.txt : 20120214
0001172661-12-000170.hdr.sgml : 20120214
20120214092544
ACCESSION NUMBER: 0001172661-12-000170
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Heckmann Corp
CENTRAL INDEX KEY: 0001403853
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-83364
FILM NUMBER: 12603004
BUSINESS ADDRESS:
STREET 1: 300 CHERRINGTON PARKWAY
STREET 2: SUITE 200
CITY: CORAOPOLIS
STATE: PA
ZIP: 15108
BUSINESS PHONE: 412-329-7275
MAIL ADDRESS:
STREET 1: 300 CHERRINGTON PARKWAY
STREET 2: SUITE 200
CITY: CORAOPOLIS
STATE: PA
ZIP: 15108
FORMER COMPANY:
FORMER CONFORMED NAME: Heckmann CORP
DATE OF NAME CHANGE: 20070620
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: STEINBERG ASSET MANAGEMENT LLC
CENTRAL INDEX KEY: 0001169883
IRS NUMBER: 061623775
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 12 EAST 49TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2129800080
MAIL ADDRESS:
STREET 1: 12 EAST 49TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: STEINBERG PRIEST & SLOANE CAPITAL MANAGEMENT LLC
DATE OF NAME CHANGE: 20020809
FORMER COMPANY:
FORMER CONFORMED NAME: STEINBERG PRIEST CAPITAL MANAGEMENT LLC
DATE OF NAME CHANGE: 20020325
SC 13G
1
HEK123111.txt
SCHEDULE 13G HOLDINGS REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Heckmann Corporation
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
422680108
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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. 422680108
1. Names of Reporting Person
Steinberg Asset Management, LLC
I.R.S. Identification Nos. of above persons (entities only):
06-1623775
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 8,284,135
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 8,284,135
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,284,135
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
7.10%
12. Type of Reporting Person
IA
CUSIP No. 422680108
1. Names of Reporting Person
Michael A. Steinberg
I.R.S. Identification Nos. of above persons (entities only):
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 3,500
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 3,500
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,500
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
IN
Item 1. (a) Name of Issuer: Heckmann Corporation
(b) Address of Issuer's Principal Executive Offices:
300 Cherrington Parkway, Suite 200
Coraopolis, Pennsylvania 15108
Item 2. (a) Name of Person Filing
(b) Address of Principal Business Offices
Steinberg Asset Management, LLC
12 East 49th Street
Suite 1202
New York, NY 10017
Michael A. Steinberg
12 East 49th Street
Suite 1202
New York, NY 10017
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common Stock, Par Value $0.001 Per Share
(e) CUSIP Number: 422680108
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
Item 4. Ownership
a. Amount beneficially owned: 8,287,635
Michael A. Steinberg may be deemed to have beneficial ownership of the
securities beneficially owned by Steinberg Asset Management, LLC
and Michael A. Steinberg & Company, Inc. In addition, the securities
reported as beneficially owned by Michael A. Steinberg include securities
held by Mr. Steinberg's wife and children as well as securities held in
trust for Mr. Steinberg's children of which Mr. Steinberg is trustee.
b. Percent of Class: 7.10%
c. Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 8,287,635
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 8,287,635
(iv) Shared power to dispose or to direct the disposition: 0
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
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
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Date: February 14, 2012
By: /s/ Steven Feld
--------------------------
Name: Steven Feld
Title: Managing Director