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^*

Nestor John G.

(Last)

(First)

(Middle)

C/O ESSEX RENTAL CORP.

1110 W. LAKE COOK ROAD, SUITE 220

(Street)

BUFFALO GROVE

60089

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2012

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 $.0001 per share	03/26/2012		J⁽¹⁾		621,063	D	$0	2,484,286	I	By Kirtland Capital Partners III, L.P.⁽³⁾
Common Stock, par value $.0001 per share	03/26/2012		J⁽¹⁾		37,871	D	$0	151,480	I	By Kirtland Capital Company III, L.L.C.⁽³⁾
Common Stock, par value $.0001 per share	03/26/2012		J⁽²⁾		30,147	A	$0	30,147	I	By Minerva Holdings LLC.⁽⁴⁾
Common Stock, par value $.0001 per share								10,212	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)
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. Effective March 26, 2012, (i) Kirtland Capital Partners III, L.P. ("KCP") distributed 621,063 shares of the issuer's common stock, par value $.00001 per share ("Common Stock") to its partners, and (ii) Kirtland Capital Company III, L.L.C. ("KCC") distributed 37,871 shares of the issuer's Common Stock to its members, in each case on a pro rata basis for no consideration.

2. Minerva Holdings LLC. ("Minerva"), a limited partner of KCP and a member of KCC, received 28,509 and 1,638 shares of the Common Stock distributed by KCP and KCC, respectively, in the transactions reported herein.

3. The reporting person is the Chairman, Senior Managing Partner and Chief Executive Officer of Kirtland Capital Partners Ltd., an Ohio limited liability company ("KCP"). KCP is the sole general partner of Kirtland Capital Partners III, L.P. and the sole managing member of Kirtland Capital Company III, L.L.C. The reporting person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein.

4. The reporting person is the managing member of Minerva, which is owned by the reporting person, the reporting person's wife and a trust established by the reporting person, the beneficiaries of which are the reporting person's three children. The reporting person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities, except to the extent of his pecuniary interest therein.

	/s/ John G. Nestor	03/28/2012
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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