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 TX 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 and President
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2016
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)
Code V Amount (A) or (D) Price
Common Stock 2,389,364 D
Common Stock 244,299 I Through The Benjamin Paul Cowart 2015 Grantor Retained Annuity Trust
Commons Stock 244,299 I Through The Shelley T. Cowart 2016 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B1 Preferred Stock $1.56 09/30/2016 J(1) 485 09/30/2016(2) (3) Common Stock 485 (1) 33,043 I Through B&S Cowart II Family LP
Explanation of Responses:
1. B&S Cowart II Family LP, which is beneficially owned by Mr. Cowart, was issued 485 shares of Series B1 Preferred Stock in-kind effective on September 30, 2016, in lieu of $756.60 of dividends which accrued on Series B1 Preferred Stock shares held by B&S Cowart II Family LP. The terms of the Series B1 Preferred Stock are described in greater detail in the Current Report filed by the Issuer on May 13, 2016.
2. The Series B1 Preferred Stock (including accrued and unpaid dividends) is convertible into shares of the Issuer's common stock at the holder's option at any time at the Unit Price (initially a one-for-one basis). If the Issuer's common stock trades at or above $3.90 per share (250% of the Unit Price) for a period of 20 consecutive trading days at any time following the earlier of (a) the effective date of a resale registration statement the Issuer is required to file to register the underlying shares of common stock, or (b) November 13, 2016, the Issuer may at such time force conversion of the Series B1 Preferred Stock (including accrued and unpaid dividends) into common stock of the Issuer.
3. The Series B1 Preferred Stock has no expiration date; however, the Issuer has the option to redeem the Series B1 Preferred Stock at 110% of the Unit Price ($1.56) plus any accrued and unpaid dividends on such Series B1 Preferred Stock redeemed, at any time beginning on June 20, 2017 and the Issuer is required to redeem the Series B1 Preferred Stock at the Unit Price plus any accrued and unpaid dividends on June 24, 2020. Notwithstanding either of the foregoing, the Series B1 Preferred Stock may not be redeemed unless and until amounts outstanding under the Issuer's senior credit facility have been paid in full.
/s/ Benjamin P. Cowart 10/03/2016
** 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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