SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McKenzie Tracey L.

(Last)

(First)

(Middle)

350 POPLAR CHURCH ROAD

(Street)

CAMP HILL

17011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2015

3. Issuer Name and Ticker or Trading Symbol
HARSCO CORP [ HSC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Shares	⁽¹⁾	⁽¹⁾	Common Stock, $1.25 par value	4,980	⁽¹⁾	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock, $1.25 par value	4,980	⁽²⁾	D
Stock Appreciation Rights	⁽³⁾	⁽³⁾	Common Stock, $1.25 par value	15,808	⁽³⁾	D

Explanation of Responses:

1. Each performance share unit represents a contingent right to receive the equivalent of one share of Harsco common stock. The performance share units vest based on the total shareholder return of Harsco common stock relative to the S&P MidCap 400 Industrials Index.

2. Restricted stock units granted under the 1995 Executive Incentive Compensation Plan represent a contingent right to receive Harsco common stock on a one-for-one basis when the restricted stock units vest. Each restricted stock unit has a three-year vesting period. No dividends equivalents will be paid.

3. The stock appreciation rights vest in annual 20% increments on the first five anniversaries of the date of grant.

Remarks:

Exhibit List Exhibit 24 - Confirming Statement

	/s/ Tracey L. McKenzie	02/27/2015
	** 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 5 (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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