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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Essex Rental Corp. [ ESSX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 04/17/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
Common Stock, par value $.0001 per share | 04/17/2014 | 04/17/2014 | C | 493,671 | A | $0 | 869,091(1) | D | ||
Common Stock, par value $.0001 per share | 8,217 | I | By Son | |||||||
Common Stock, par value $.0001 per share | 4,377 | I | By Daughter |
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 | ||||||||
Class A Units of Essex Holdings LLC(2) | $0.0 | 04/17/2014 | C | 493,671 | 10/31/2008 | (2) | Common Stock, par value $.0001 per share | 493,671 | $0 | 0 | D |
Explanation of Responses: |
1. Does not include (i) 4,377 shares which the Reporting Person may be deemed to indirectly beneficially own as of date hereof through his daughter or (ii) 8,217 shares which the Reporting Person may be deemed to indirectly beneficially own as of date hereof through his son. |
2. On October 31, 2008, in connection with the completion of the acquisition by Essex Rental Corp (the "Issuer") of Essex Holdings LLC ("Holdings") and Essex Crane Rental Corp., a wholly-owned subsidiary of Holdings, Holdings issued 493,671 of its Class A Units (the "Retained Interests") to the Reporting Person. Each Class A Unit was exchangeable at any time and from time to time for one share of the Issuer's common stock, par value $.0001 per share, subject to certain adjustments, with no expiration date. The Class A Units were structured to facilitate a continuing investment by the Reporting Person (and other members of senior management) in Holdings following its acquisition by the Issuer on a tax deferred basis and on economic terms that would parallel the economic terms of the Issuer's common stock. The Reporting Person is exchanging the Class A Units for the Issuer's common stock at this time for personal tax planning reasons. |
Remarks: |
/s/ Ronald Schad | 04/22/2014 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |