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)
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)
CHAIRMAN & CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2009
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 06/24/2009 P 20,000 A $3.95 20,000(1)(2)(3)(4) D
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
Explanation of Responses:
1. Mr. Heckmann and his affiliate entities have not sold any shares of common stock or warrants since formation.
2. Mr. Heckmann also beneficially owns 12,595,236 shares of common stock and 12,565,236 warrants ("Founders' Warrants") held by Heckmann Acquisition, LLC, a Delaware limited liability company, of which Heckmann Enterprises, Inc., a California corporation, is the sole member. Mr. Heckmann is sole shareholder of Heckmann Enterprises, Inc.
3. The 12,565,236 shares underlying the warrants originally purchased by our founders in connection with our formation ("Founders' Warrants") may not be transferred, assigned or sold (subject to certain limited exceptions for estate planning purposes) until October 30, 2009. In addition, those 12,565,236 warrants will only become exercisable if the last sale price of our common stock on the New York Stock Exchange, or other national securities exchange on which our common stock may be traded, equals or exceeds $11.50 for any 20 days within any 30 day trading period.
4. Separately, Mr. Heckmann also owns 5,000,000 sponsor warrants ("Sponsor Warrants").
Remarks:
/s/Richard J. Heckmann 06/24/2009
** 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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