0001172661-12-000170.txt : 20120214 0001172661-12-000170.hdr.sgml : 20120214 20120214092544 ACCESSION NUMBER: 0001172661-12-000170 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Heckmann Corp CENTRAL INDEX KEY: 0001403853 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83364 FILM NUMBER: 12603004 BUSINESS ADDRESS: STREET 1: 300 CHERRINGTON PARKWAY STREET 2: SUITE 200 CITY: CORAOPOLIS STATE: PA ZIP: 15108 BUSINESS PHONE: 412-329-7275 MAIL ADDRESS: STREET 1: 300 CHERRINGTON PARKWAY STREET 2: SUITE 200 CITY: CORAOPOLIS STATE: PA ZIP: 15108 FORMER COMPANY: FORMER CONFORMED NAME: Heckmann CORP DATE OF NAME CHANGE: 20070620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEINBERG ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001169883 IRS NUMBER: 061623775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129800080 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: STEINBERG PRIEST & SLOANE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20020809 FORMER COMPANY: FORMER CONFORMED NAME: STEINBERG PRIEST CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20020325 SC 13G 1 HEK123111.txt SCHEDULE 13G HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Heckmann Corporation (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 422680108 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 422680108 1. Names of Reporting Person Steinberg Asset Management, LLC I.R.S. Identification Nos. of above persons (entities only): 06-1623775 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 8,284,135 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 8,284,135 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,284,135 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 7.10% 12. Type of Reporting Person IA CUSIP No. 422680108 1. Names of Reporting Person Michael A. Steinberg I.R.S. Identification Nos. of above persons (entities only): 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 3,500 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 3,500 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person IN Item 1. (a) Name of Issuer: Heckmann Corporation (b) Address of Issuer's Principal Executive Offices: 300 Cherrington Parkway, Suite 200 Coraopolis, Pennsylvania 15108 Item 2. (a) Name of Person Filing (b) Address of Principal Business Offices Steinberg Asset Management, LLC 12 East 49th Street Suite 1202 New York, NY 10017 Michael A. Steinberg 12 East 49th Street Suite 1202 New York, NY 10017 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common Stock, Par Value $0.001 Per Share (e) CUSIP Number: 422680108 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940. (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). Item 4. Ownership a. Amount beneficially owned: 8,287,635 Michael A. Steinberg may be deemed to have beneficial ownership of the securities beneficially owned by Steinberg Asset Management, LLC and Michael A. Steinberg & Company, Inc. In addition, the securities reported as beneficially owned by Michael A. Steinberg include securities held by Mr. Steinberg's wife and children as well as securities held in trust for Mr. Steinberg's children of which Mr. Steinberg is trustee. b. Percent of Class: 7.10% c. Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 8,287,635 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 8,287,635 (iv) Shared power to dispose or to direct the disposition: 0 Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2012 By: /s/ Steven Feld -------------------------- Name: Steven Feld Title: Managing Director