SEC FORM 4

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^*

Gordon Charles R.

(Last)

(First)

(Middle)

300 CHERRINGTON PARKWAY, SUITE 200

(Street)

CORAOPOLIS

15108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Heckmann CORP [ HEK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/03/2011		A		50,000⁽¹⁾	A	$0.00	50,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$5.24	10/03/2011		A		100,000		10/03/2012⁽²⁾	10/03/2021⁽³⁾	Common	100,000⁽⁴⁾	$0	600,000⁽⁵⁾	D

Explanation of Responses:

1. Represents the receipt of Common Stock upon the vesting of Restricted Stock Units (RSUs) granted on October 3, 2011 under the Issuer's 2009 Equity Incentive Plan pursuant to the terms and conditions of the Reporting Person's Employment Agreement. Each RSU represents the contingent right, upon vesting, to receive one share of the Issuer's Common Stock. The RSUs are scheduled to vest 100% on the third anniversary of the grant date.

2. 1/3 vests on the first anniversary of the Transaction Date and 1/3 vests on completion of each additional full year of service thereafter, until fully vested.

3. Stock options granted under the Issuer's 2009 Equity Incentive Plan generally have an option expiration date of ten (10) years, but may expire earlier if the grantee is terminated or there is a change of control as those terms are defined in the Plan.

4. The reported employee stock options were granted on October 3, 2011 pursuant to the terms and conditions of the Reporting Person's Employment Agreement

5. Amounts carried forward from Form 5 previously filed by Reporting Person on February 10, 2011 and Form 4 previously filed on January 5, 2011. As disclosed in the Issuer's proxy statement on Schedule 14A filed on April 4, 2011, due to the applicable limits under the Issuer's 2009 Equity Incentive Plan, the Reporting Person's initial stock option award was limited to 500,000 shares.

	/s/ Damian C. Georgino, attorney-in-fact	10/05/2011
	** 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).
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