X0202 4 2007-11-16 0 0001403853 Heckmann CORP HEK 0001213324 OSBORNE ALFRED E JR C/O HECKMANN CORPORATION 75080 FRANK SINATRA DRIVE PALM DESERT CA 92211 1 0 0 0 Common Stock, Par Value $0.001 Per Share 2007-11-16 4 D 0 5884 D 94116 D Founders' Warrants 6.00 2007-11-16 4 D 0 5884 D Common Stock, Par Value $0.001 Per Share 5884 94116 D Sponsors' Warrants 6.00 2007-11-16 4 P 0 500000 1.00 D Common Stock, Par Value $0.001 Per Share 500000 594116 D As reported on the Reporting Person's Form 3 filed on November 9, 2007, the Reporting Person owned 100,000 founders' units ("Founders' Units"), each consisting of one share of common stock, par value $0.001 per share ("Common Stock") and one warrant ("Founders' Warrants"). 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 currently being offered by 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. The 5,884 shares of Common Stock and the 5,884 Founders' Warrants reported on this Form 4 comprise 5,884 Founders' Units that were redeemed by the Issuer at $0.005 per unit, the initial purchase price of such units, pursuant to the terms of the Amended and Restated Subscription Agreement between the Reporting Person and the Issuer, dated as of October 3, 2007. 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. The Sponsors' 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. The Sponsors' Warrants are identical to the warrants included in the units being offered by 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. /s/ Richard J. Heckmann, Attorney-in-Fact for Alfred E. Osborne, Jr. 2007-11-16