SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HECKMANN RICHARD J

(Last)

(First)

(Middle)

75080 FRANK SINATRA DRIVE

(Street)

PALM DESERT

92211

(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)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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, par value $0.001							250,000⁽¹⁾	D
Common Stock, par value $0.001	05/10/2010		G	7,500⁽²⁾	D	$0.00	12,354,736	I	See footnote⁽³⁾⁽⁴⁾
Common Stock, par value $0.001							4,500	I	See footnote⁽⁵⁾
Common Stock, par value $0.001							4,500	I	See footnote⁽⁵⁾
Common Stock, par value $0.001							99,500	I	See footnote⁽⁶⁾

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)	4. Transaction Code (Instr. 8)	(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)
Warrants	$6						01/30/2009	05/29/2017	common	5,000,000		5,000,000	D
Warrants	$6						⁽⁷⁾	11/09/2011	common	12,627,736		12,627,736	I	See footnote⁽⁸⁾

Explanation of Responses:

1. Includes 200,000 shares previously held by Heckmann Acquisition LLC and reported as indirectly held by the Reporting Person.

2. Gift to Mr. Heckmann's daughter, Jessica Heckmann.

3. All 12,354,736 shares are directly owned by Heckmann Acquisition, LLC, of which Heckmann Enterprises, Inc., is the sole member. The Reporting Person is the sole shareholder of Heckmann Enterprises, Inc. The Reporting Person disclaims beneficial ownership of the shares of the Issuer owned by Heckmann Acquisition, LLC except to the extent of his pecuniary interest therein, and and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

4. Reflects change in ownership status of 200,000 shares previously held by Heckmann Acquisition LLC that are now directly held by the Reporting Person.

5. Shares held of record by child who resides with Mr. Heckmann.

6. Shares held of record by Wendy Hope Heckmann, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his spouse, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose.

7. The warrants may not be exercised unless and until the last sale price of the Issuer's common stock on the New York Stock Exchange, or other national securities exchange on which the Issuer's common stock may be traded, equals or exceeds $11.50 for any 20 days within any 30 trading day period.

8. These warrants are directly owned by Heckmann Acquisition, LLC. The Reporting Person disclaims beneficial ownership of the warrants of the Issuer owned by Heckmann Acquisition, LLC except to the extent of his pecuniary interest therein, and and this report should not be deemed an admission that the reporting person is the beneficial owner of these warrants for purposes of Section 16 or for any other purpose.

Remarks:

This Form 5 is being filed to correctly report shares held indirectly by the reporting owner that were reported incorrectly on Form 4 filings during the year and to voluntarily set forth the derivative and non-derivative securities of the issuer held directly or indirectly by the reporting owner.

	/s/ Damian C. Georgino, Attorney-in-Fact for Richard J. Heckmann	02/10/2011
	** 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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