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^*

Cowart Benjamin P

(Last)

(First)

(Middle)

1331 GEMINI STREET

SUITE 250

(Street)

HOUSTON

77058

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vertex Energy Inc. [ VTNR ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

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	07/30/2015		J⁽¹⁾	244,299	D	$0	0	I	Through The Benjamin Paul Cowart 2012 Grantor Retained Annuity Trust
Common Stock	07/30/2015		J⁽¹⁾	244,299	A	$0	2,876,663	D
Common Stock	06/23/2015		G⁽²⁾	63,000	D	$0	2,813,663	D
Common Stock	12/17/2015		J⁽³⁾	244,299	D	$0	2,569,364	D
Common Stock	12/17/2015		J⁽³⁾	244,299	A	$0	244,299	I	Through The Benjamin Paul Cowart 2015 Grantor Retained Annuity Trust
Common Stock	12/29/2015		G⁽⁴⁾	100,000	D	$0	2,469,364	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)	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)

Explanation of Responses:

1. Represents shares of common stock transferred from The Benjamin Paul Cowart 2012 Grantor Retained Annuity Trust, which Mr. Cowart is deemed to beneficially own and control, and which shares Mr. Cowart indirectly beneficially owns, to Mr. Cowart individually, for no consideration, which transaction did not constitute a change in beneficial ownership for the purposes of Rule 13d-3 of the Exchange Act.

2. Represents gifts of 9,000 shares of common stock to each of seven of Mr. Cowart's relatives (63,000 shares in aggregate).

3. Represents shares of common stock transferred from Mr. Cowart individually, to The Benjamin Paul Cowart 2015 Grantor Retained Annuity Trust, which Mr. Cowart is deemed to beneficially own and control, and which shares Mr. Cowart indirectly beneficially owns, for no consideration, which transaction did not constitute a change in beneficial ownership for the purposes of Rule 13d-3 of the Exchange Act.

4. Represents the gift of 50,000 shares of common stock by Mr. Cowart to two churches (100,000 shares in aggregate).

	/s/ Benjamin P. Cowart	02/05/2016
	** 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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