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*
Schad Ronald

(Last) (First) (Middle)
1110 LAKE COOK ROAD
SUITE 220

(Street)
BUFFALO GROVE IL 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2014
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, par value $.0001 per share 04/17/2014 04/17/2014 C 493,671 A $0 869,091(1) D
Common Stock, par value $.0001 per share 8,217 I By Son
Common Stock, par value $.0001 per share 4,377 I By Daughter
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
Class A Units of Essex Holdings LLC(2) $0.0 04/17/2014 C 493,671 10/31/2008 (2) Common Stock, par value $.0001 per share 493,671 $0 0 D
Explanation of Responses:
1. Does not include (i) 4,377 shares which the Reporting Person may be deemed to indirectly beneficially own as of date hereof through his daughter or (ii) 8,217 shares which the Reporting Person may be deemed to indirectly beneficially own as of date hereof through his son.
2. On October 31, 2008, in connection with the completion of the acquisition by Essex Rental Corp (the "Issuer") of Essex Holdings LLC ("Holdings") and Essex Crane Rental Corp., a wholly-owned subsidiary of Holdings, Holdings issued 493,671 of its Class A Units (the "Retained Interests") to the Reporting Person. Each Class A Unit was exchangeable at any time and from time to time for one share of the Issuer's common stock, par value $.0001 per share, subject to certain adjustments, with no expiration date. The Class A Units were structured to facilitate a continuing investment by the Reporting Person (and other members of senior management) in Holdings following its acquisition by the Issuer on a tax deferred basis and on economic terms that would parallel the economic terms of the Issuer's common stock. The Reporting Person is exchanging the Class A Units for the Issuer's common stock at this time for personal tax planning reasons.
Remarks:
/s/ Ronald Schad 04/22/2014
** 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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