SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KNOTT DAVID M

(Last)

(First)

(Middle)

485 UNDERHILL BLVD

STE 205

(Street)

SYOSSET

11791-3419

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Essex Rental Corp. [ HYDQU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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⁽¹⁾	02/11/2010		P		59,000⁽⁵⁾	A	⁽⁶⁾	1,119,800	I	By Knott Partners, L.P.⁽²⁾⁽⁴⁾
Common Stock⁽¹⁾	02/11/2010		P		3,900⁽⁵⁾	A	⁽⁶⁾	409,500	I	By Shoshone Partners, L.P.⁽²⁾⁽⁴⁾
Common Stock⁽¹⁾	02/11/2010		P		42,200⁽⁵⁾	A	⁽⁶⁾	749,100	I	By Knott Partners Offshore Master Fund, L.P.⁽²⁾⁽⁴⁾
Common Stock⁽¹⁾	02/11/2010		S		95,700⁽⁵⁾	D	⁽⁶⁾	105,800	I	By Mulsanne Partners, L.P.⁽²⁾⁽⁴⁾
Common Stock⁽¹⁾	02/11/2010		P		5,800⁽⁵⁾	A	⁽⁶⁾	68,200	I	By Managed Account A⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾	02/11/2010		S		15,200⁽⁵⁾	D	⁽⁶⁾	24,600	I	By Managed Account B⁽³⁾⁽⁴⁾
Common Stock⁽¹⁾								200,000	I	By Managed Account C⁽³⁾⁽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)
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)	Code	V	(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)
Common Stock Warrants (right to buy)⁽¹⁾	$5	02/11/2010		P		59,000⁽⁵⁾		10/31/2008	03/04/2011	Common Stock	59,000⁽⁵⁾	⁽⁶⁾	945,800	I	By Knott Partners, L.P.⁽²⁾⁽⁴⁾
Common Stock Warrants (right to buy)⁽¹⁾	$5	02/11/2010		P		3,900⁽⁵⁾		10/31/2008	03/04/2011	Common Stock	3,900⁽⁵⁾	⁽⁶⁾	276,800	I	By Shoshone Partners, L.P.⁽²⁾⁽⁴⁾
Common Stock Warrants (right to buy)⁽¹⁾	$5	02/11/2010		P		42,200⁽⁵⁾		10/31/2008	03/04/2011	Common Stock	42,200⁽⁵⁾	⁽⁶⁾	749,100	I	By Knott Partners Offshore Master Fund, L.P.⁽²⁾⁽⁴⁾
Common Stock Warrants (right to buy)⁽¹⁾	$5	02/11/2010		S			95,700⁽⁵⁾	10/31/2008	03/04/2011	Common Stock	95,700⁽⁵⁾	⁽⁶⁾	100,700	I	By Mulsanne Partners, L.P.⁽²⁾⁽⁴⁾
Common Stock Warrants (right to buy)⁽¹⁾	$5	02/11/2010		P		5,800⁽⁵⁾		10/31/2008	03/04/2011	Common Stock	5,800⁽⁵⁾	⁽⁶⁾	52,300	I	By Managed Account A⁽³⁾⁽⁴⁾
Common Stock Warrants (right to buy)⁽¹⁾	$5	02/11/2010		S			15,200⁽⁵⁾	10/31/2008	03/04/2011	Common Stock	15,200⁽⁵⁾	⁽⁶⁾	15,300	I	By Managed Account B⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

KNOTT DAVID M

(Last)

(First)

(Middle)

485 UNDERHILL BLVD

STE 205

(Street)

SYOSSET

11791-3419

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KNOTT PARTNERS LP

(Last)

(First)

(Middle)

485 UNDERHILL BOULEVARD, SUITE 205

(Street)

SYOSSET

11791

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Knott Partners Offshore Master Fund LP

(Last)

(First)

(Middle)

CO DORSET MANAGEMENT CORP

485 UNDERHILL BLVD SUITE 205

(Street)

SYOSSET

11791

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported securities identified in Columns 4 and 5 of Table I and Columns 5 and 9 of Table II represent components of Units. Each Unit consists of one (1) share of common stock and one warrant to purchase one (1) share of common stock. The securities listed in column 5 and column 9 of, respectively, Table I and Table II include the common stock and warrant components of such Units, as well as common stock and warrants acquired in open market transactions.

2. Mr. Knott is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P. Mr. Knott is also a general partner of Knott Partners, L.P.

3. The securities identified in this row are held by a managed account for which Dorset Management Corporation provides portfolio management services (each, a "Managed Account"). Mr. Knott is the President and sole director of Dorset Management Corporation.

4. As a result of Mr. Knott's interests in Knott Partners Management, LLC and in Dorset Management Corporation, Mr. Knott has investment discretion and control of the securities represented in this entry. Mr. Knott may be deemed to beneficially own an indirect pecuniary interest in the securities represented in this entry as a result of a performance-related fee. Except with respect to Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which Mr. Knott owns a beneficial interest, Mr. Knott disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., and each of the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.

5. Each entry reports a component of a cross transaction in the Units described in footnote 1 among the accounts identified in Column 7 of Table I and Column 11 of Table II that are coded P or S in, respectively, Column 3 and Column 4. The cross transactions reported reflect a reallocation of Units among the partnerships and Mr. Knott's managed clients for which there were no net transaction costs, and the partnerships that disposed of Units in the cross transaction did not acquire any Units in the cross transaction.

6. The common stock and warrants subject to the cross transaction reflected on this Statement included only those comprising components of Units described in footnote 1 and did not include any securities acquired in open market transactions. All transactions were effected at a price of $5.955 per Unit.

	By: /s/David M. Knott	02/16/2010
	KNOTT PARTNERS, L.P., by Knott Partners Management, LLC, as General Partner, /s/David M. Knott, Managing Member	02/16/2010
	KNOTT PARTNERS OFFSHORE MASTER FUND, L.P., by Knott Partners Management, LLC, as General Partner, /s/David M. Knott, Managing Member	02/16/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.