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^*

HECKMANN RICHARD J

(Last)

(First)

(Middle)

75080 FRANK SINATRA DRIVE

(Street)

PALM DESERT

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)
12/16/2010

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 Par Value $0.001	12/16/2010		G	V	90,000⁽¹⁾	D	$0.00	12,692,236⁽²⁾	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		G	V	15,000⁽³⁾	D	$0.00	12,677,236	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		G	V	7,500⁽⁴⁾	D	$0.00	12,669,736	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		G	V	2,500⁽⁵⁾	D	$0.00	12,667,236	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		G	V	2,500⁽⁶⁾	D	$0.00	12,664,736	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		G	V	2,500⁽⁷⁾	D	$0.00	12,662,236	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		G	V	2,500⁽⁸⁾	D	$0.00	12,659,736	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		G	V	2,500⁽⁹⁾	D	$0.00	12,657,236	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		G	V	2,500⁽¹⁰⁾	D	$0.00	12,657,236	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		G	V	2,500⁽¹¹⁾	D	$0.00	12,657,236	I	See Footnotes
Common Stock Par Value $0.001	12/16/2010		S		47,000⁽¹²⁾	D	$4.3524	99,500⁽¹³⁾	I	By Spouse

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)

Explanation of Responses:

1. Gift of securities held by Heckmann Acquisition, LLC to the reporting person's spouse, Wendy Hope Heckmann, who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his spouse, and this report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or for any other purpose.

2. Includes 90,000 shares held by the reporting person's spouse and 12,602,236 shares held of record by Heckmann Acquisition, LLC. The reporting person disclaims benefical ownership of shares held by Heckmann Acquisition, LLC except to the extent of his pecuniary interests therein.

3. Gift of securities held by Heckmann Acquisition, LLC to Eisenhower Medical Center.

4. Gift of securities held by Heckmann Acquisition, LLC to The Phoenix Suns Charities.

5. Gift of securities held by Heckmann Acquisition, LLC to Tom Heckmann.

6. Gift of securities held by Heckmann Acquisition, LLC to Scott Heckmann.

7. Gift of securities held by Heckmann Acquisition, LLC to Brock Heckmann.

8. Gift of securities held by Heckmann Acquisition, LLC to Todd Heckmann.

9. Gift of securities held by Heckmann Acquisition, LLC to Jessica Heckmann.

10. Gift of securities held by Heckmann Acquisition, LLC to Madison Heckmann, who shares the reporting person's household.

11. Gift of securities held by Heckmann Acquisition, LLC to Mikeala Heckmann, who shares the reporting person's household.

12. Mr. Heckmann and his affiliates have not sold any shares of common stock or warrants to purchase common stock since formation. This transaction involves the sale of shares gifted to his wife, Wendy Hope Heckmann, in December of 2008 and December of 2009. The reporting person disclaims beneficial ownership of the shares held by his wife, and this report should not be deemed an admission that the reporting person is the beneficial owner of his wife's shares for purposes of Section 16 or for any other purpose.

13. Includes 9,500 shares previously gifted to the reporting person's spouse in December 2008 and December 2009 and 90,000 shares gifted to the reporting person's spouse on December 16, 2010 as reported on this Form 4.

Remarks:

Exhibit 24 - Power of Attorney

	Damian G. Georgino, Attorney-in-Fact for Richard J. Heckmann	12/20/2010
	** 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).
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