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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Schad Ronald

(Last)

(First)

(Middle)

1110 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	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2010

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 $.0001 per share								1,777⁽⁴⁾	I	By Son
Common Stock, par value $.0001 per share								1,777⁽⁵⁾	I	By Daughter
Common Stock, par value $.0001 per share	06/29/2010		M		13,268⁽²⁾	A	$0	73,068⁽³⁾	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)
Warrant (right to buy)	$5	06/29/2010		M		39,804⁽²⁾		⁽¹⁾	03/04/2011	Common Stock, par value $.0001 per share	13,268⁽²⁾	$0	21,159	D

Explanation of Responses:

1. The warrants are exercisable during the period commencing on October 31, 2008 and ending on March 4, 2011, provided that a registration statement with respect to the shares of common stock issuable upon exercise of the warrants is effective under the Securities Act of 1933, as amended.

2. Each entry reporting a transaction reflects a component of a special tender offering, open until June 29, 2010, to the holders of up to 8,000,000 of the Company's (i) publicly traded warrants to purchase the Company's common stock, which were issued by the Company in its initial public offering and (ii) warrants to purchase shares of Common Stock sold by the Company in a private placement that closed simultaneously with the Company's initial public offering, the opportunity to exercise such warrants on a cashless basis by tendering three (3) warrants for one (1) share of common stock. Directors and officers of the Company agreed to participate in the offer to the same extent as other warrant holders.

3. Includes 5,538 shares issued as part of a temporary salary reduction program pursuant to which the Reporting Person elected to reduce his salary paid in cash by 30% and receive a portion of the foregone cash compensation in the form of common shares restricted from sale for a period of two years from the date of grant.

4. Does not include 1,777 shares which the Reporting Person may be deemed to indirectly beneficially own as of date hereof through his daughter.

5. Does not include 1,777 shares which the Reporting Person may be deemed to indirectly beneficially own as of date hereof through his son.

	/s/ Ronald Schad	07/01/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.