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^*

HECKMANN RICHARD J

(Last)

(First)

(Middle)

C/O HECKMANN CORPORATION

75080 FRANK SINATRA DRIVE

(Street)

PALM DESERT

92211

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2007

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Secretary, Treasurer

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)
Common Stock, Par Value $0.001 Per Share	13,975,000	I	Held by Heckmann Acquisition, LLC⁽¹⁾

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)
Founders' Warrants⁽²⁾	⁽³⁾	⁽³⁾	Common Stock, Par Value $0.001 Per Share	13,975,000	$6	I	Held by Heckmann Acquisition, LLC⁽¹⁾

Explanation of Responses:

1. The Reporting Person is the sole member of the limited liability company, and disclaims beneficial ownership of the interests held by the limited liability company, except to the extent of his pecuniary interest therein.

2. Each founders' unit ("Founders' Unit") consists of one share of common stock, par value $0.001 per share ("Common Stock"), and one warrant ("Founders' Warrant"). Each Founders' Warrant entitles the holder to purchase one share of Common Stock for $6.00 per share. Founders' Units are identical to the warrants currently being offered by Heckman Corporation (the "Issuer"), except for those differences set forth in the Issuer's Form S-1 filed with the Commission on June 26, 2007, as may be amended from time to time.

3. The Founders' Warrants will become exercisable on the later of (i) the completion by the Issuer of an initial business combination, and (ii) one year after the effective date of the registration statement relating to the initial public offering of the Issuer's securities, and will expire unless exercised before 5:00 p.m., New York City time, on the fourth anniversary of the effective date of the registration statement relating to the initial public offering of the Issuer's securities, or earlier upon redemption; provided, that the Founders' Warrants may not be exercised unless and until the last sale price of the Issuer's common stock on the American 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 beginning 90 calendar days after the consummation of the Issuer's initial business combination.

Remarks:

	/s/ Richard J. Heckmann	11/09/2007
	** 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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