SEC Form 4
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
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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).
1. Name and Address of Reporting Person*
HECKMANN RICHARD J

(Last) (First) (Middle)
C/O HECKMANN CORPORATION
75080 FRANK SINATRA DRIVE

(Street)
PALM DESERT CA 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)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2008
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 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 $0.001 Per Share 12/11/2008 J 150,000 D (1) 13,152,736 I Held by Heckmann Acquisition, LLC(2)
Common Stock, Par Value $0.001 Per Share 12/11/2008 G V 525,000 D $0.00 12,627,736 I Held by Heckmann Acquisition, LLC(2)
Common Stock, Par Value $0.001 Per Share 12/11/2008 G(3) V 62,500 D $0.00 12,627,736 I See Footnote(4)
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
Founders' Warrants(5) $6 12/11/2008 J 150,000 (6) (6) Common Stock, Par Value $0.001 Per Share 150,000 (1) 13,152,736 I Held by Heckmann Acquisition, LLC(2)
Founders' Warrants(5) $6 12/11/2008 G V 525,000 (6) (6) Common Stock, Par Value $0.001 Per Share 525,000 $0.00 12,627,736 I Held by Heckmann Acquisition, LLC(2)
Founders' Warrants(5) $6 12/11/2008 G(3) V 62,500 (6) (6) Common Stock, Par Value $0.001 Per Share 62,500 $0.00 12,627,736 I See Footnote(7)
Explanation of Responses:
1. Heckmann Acquisition, LLC granted an interest in an aggregate of 150,000 Founders' Units (as defined below) to Mr. Donald G. Ezzell and Mr. Brian Anderson.
2. The reporting person is the CEO and sole shareholder of Heckmann Enterprises, Inc., which is the managing member of Heckmann Acquisition, LLC. The reporting person disclaims beneficial ownership of the securities held by Heckmann Acquisition, LLC except to the extent of his pecuniary interest therein.
3. This transaction involved a gift of securities held by Heckmann Acquisition, LLC to the reporting person's spouse, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his spouse, 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.
4. Includes 62,500 shares of Common Stock held by the reporting person's spouse and 12,565,236 shares of Common Stock held by Heckmann Acquisition, LLC.
5. 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 units offered by Heckman Corporation (the "Issuer") pursuant to the Registration Statement on Form S-1 (File No. 333-144056), except for those differences set forth in the Form S-1.
6. The Founders' Warrants will expire unless exercised before 5:00 p.m., New York City time, on November 9, 2011, or earlier upon redemption. The Founders' 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 beginning 90 calendar days after the consummation of the Issuer's initial business combination, which occured on October 30, 2008.
7. Includes 62,500 Founders' Warrants held by the reporting person's spouse and 12,565,236 Founders' Warrants held by Heckmann Acquisition, LLC.
Remarks:
/s/ Richard J. Heckmann 12/12/2008
** 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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