SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock Par Value $0.001 12,757,736(1) I(2) See footnotes.
Common Stock Par Value $0.001 12/11/2009 G4 10,000(3) D $0.00 12,757,736 I(2) See Footnotes
Common Stock Par Value $0.001 12/11/2009 G4 10,000(4) D $0.00 12,757,736 I(2) See Footnotes
Common Stock Par Value $0.001 12/11/2009 G4 45,000(5) D $0.00 12,757,736 I(2) See Footnotes
Common Stock Par Value $0.001 12/11/2009 G4 2,000(6) D $0.00 12,757,736 I(2) See Footnotes
Common Stock Par Value $0.001 12/11/2009 G4 2,000(7) D $0.00 12,757,736 I(2) See Footnotes
Common Stock Par Value $0.001 12/11/2009 G4 2,000(8) D $0.00 12,757,736 I(2) See Footnotes
Common Stock Par Value $0.001 12/11/2009 G4 2,000(9) D $0.00 12,757,736 I(2) See Footnotes
Common Stock Par Value $0.001 12/11/2009 G4 2,000(10) D $0.00 12,757,736 I(2) See Footnotes
Common Stock Par Value $0.001 12/11/2009 G4 2,000(11) D $0.00 12,757,736 I(2) See Footnotes
Common Stock Par Value $0.001 12/11/2009 G4 2,000(12) D $0.00 12,757,736 I(2) See Footnotes
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $6 01/30/2009 05/29/2017 common 5,000,000 5,000,000 D
Warrants $6 11/12/2011(13) 11/12/2011 common 12,777,736 12,777,736 I(14) See Footnotes
Explanation of Responses:
1. Mr. Heckmann and his affiliate entities have not sold any shares of common stock or warrants since formation.
2. Of these shares (i) 12,757,736 are directly owned by Heckmann Acquisition, LLC (ii) Messrs. Ezzell and Anderson each have an interest in 75,000 shares by virtue of their interest in Heckmann Acquisition, LLC, and (iii) 68,500 of these shares are directly held by Mr. Heckmann's spouse.
3. Gift by Mr. Heckmann to The Phoenix Suns Charities.
4. Gift by Mr. Heckmann to the UCLA Foundation.
5. Gift by Mr. Heckmann to his wife, Wendy Hope Heckmann.
6. Gift by Mr. Heckmann to Brock Heckmann.
7. Gift by Mr. Heckmann to Scott Heckmann.
8. Gift by Mr. Heckmann to Todd Heckmann.
9. Gift by Mr. Heckmann to Tom Heckmann.
10. Gift by Mr. Heckmann to Jessica Heckmann.
11. Gift by Mr. Heckmann to Madison Heckmann.
12. Gift by Mr. Heckmann to Mikeala Heckmann.
13. The Warrants may not be exercised unless and until the last sale price of the Issuer's common stock on the New York Stock Exchange, or other national securities exchange on which the Issuer's common stock may be traded, equals or exceeds $11.50 for any 20 days within any 30 trading day period.
14. These warrants are directly owned by Heckmann Acquisition, LLC. Of these warrants, Messrs. Ezzell and Anderson each have an interest in 75,000 warrants by virtue of their interest in Heckmann Acquisition, LLC.
Remarks:
/s/Donald G. Ezzell, Attorney-in-Fact for Richard J. Heckmann 02/16/2010
** 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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