X0303 4 2011-01-31 0 0001071760 ECOSPHERE TECHNOLOGIES INC ESPH 0001158310 MCGUIRE JACQUELINE K 3515 SE LIONEL TERRACE STUART FL 34997 1 1 Senior VP of Admin and Sec. 0001158309 MCGUIRE DENNIS E 3515 SE LIONEL TERRACE STUART FL 34997 1 1 Chief Technology Officer Common Stock 2011-01-31 4 M 0 80000 .28 A 1157243 D Common Stock 2011-01-31 4 F 0 37333 .60 D 1119910 D Common Stock 2011-02-18 4 F 0 19923 D 1099987 D Common Stock 2011-03-23 4 S 0 25000 .76 D 1074987 D Stock Option (Right to Buy) .28 2011-01-31 4 M 0 80000 0 D 2008-02-01 2011-01-31 Common Stock 80000 0 D Reflects 37,333 shares withheld by the issuer at the market price of $0.60 per share less an exercise price of $0.28 per share to fund the cashless exercise of 80,000 options owned by Mrs. McGuire, which cashless exercise was approved by the Board of Directors. On December 23, 2008, the board granted 65,000 shares to Mrs. McGuire for which a Form 4 was timely filed. This number reflects 19,923 shares withheld by the issuer on February 18, 2011 at the vesting date price of $0.47 per share to pay required withholding taxes. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. McGuire on March 18, 2011. The reporting persons exercised no discretion with respect to the sale. Of these securities, 882,423 are jointly owned by Mr. and Mrs. McGuire. The transactions reported in the above Table 1 Rows 1 and 2 reflect the cashless exercise of stock options. The cashless exercise of the options is reported in two lines. The first line of the cashless exercise transaction is coded M in Column 3 of Table 1 and reports in Column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with code A for acquired. The line coded F in Column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with code D for disposal. Where the number of shares deducted for the cashless exercise is a fraction, the number has been rounded to the nearest whole number of shares. The number of shares on a net basis is actually owned by the Reporting Person after the cashless exercise. All transactions are exempt from Section 16(b) by reason of Rule 16b-3 except for the surrender of shares to pay withholding taxes. The transactions reported in Table II above reflect the disposition of the same stock options whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in Column 9 of Table II above includes only stock options with the same exercise price and expiration date. /s/ Jacqueline McGuire 2011-03-25 /s/ Dennis McGuire 2011-03-25