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

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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^*

Cowart Benjamin P

(Last)

(First)

(Middle)

1331 GEMINI STREET

SUITE 250

(Street)

HOUSTON

77058

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vertex Energy Inc. [ VTNR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2014

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)
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	08/13/2014		G		80,000	D	$0	2,632,364	D
Common Stock	12/04/2014		P		244,299	A	$3.07⁽¹⁾	244,299	I	Through The Benjamin Paul Cowart 2012 Grantor Retained Annuity Trust
Common Stock	12/04/2014		P		244,299	A	$3.07⁽¹⁾	244,299	I	Through The Shelley T. Cowart 2012 Grantor Retained Annuity Trust
Common Stock								4,796,761	I	Through B&S Cowart II Family LP
Common Stock								7,500	I	Through Vertex Holdings, Inc.
Common Stock								100,765	I	Through VTX Inc.

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)
Warrants to Purchase Common Stock	$3.01	12/04/2014		P		109,934		12/04/2014	12/04/2019	Common Stock	109,934	⁽¹⁾	109,934	I	Through The Benjamin Paul Cowart 2012 Grantor Retained Annuity Trust
Warrants to Purchase Common Stock	$3.01	12/04/2014		P		109,934		12/04/2014	12/04/2019	Common Stock	109,934	⁽¹⁾	109,934	I	Through The Shelley T. Cowart 2012 Grantor Retained Annuity Trust

Explanation of Responses:

1. On December 4, 2014, Mr. Cowart and his wife each purchased 244,299 shares of restricted common stock and five year warrants to purchase 109,934 shares of common stock for $750,000 or $1.5 million in aggregate. The securities are held by The Benjamin Paul Cowart 2012 Grantor Retained Annuity Trust (of which Mr. Cowart is the grantor and trustee) and the Shelley T. Cowart 2012 Grantor Retained Annuity Trust (which Mr. Cowart's wife serves as the grantor and trustee of), and Mr. Cowart is deemed to beneficially own the securities held by both trusts.

	/s/Benjamin P. Cowart	12/09/2014
	** 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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