UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
| Essex Rental Corp. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
Kevin M. Casey c/o Casey Capital, LLC 112 Route 39 North Sherman, Connecticut 06784 Telephone Number: 646-825-4630 F. Mark Reuter, Esq. Keating Muething & Klekamp PLL One East Fourth Street Cincinnati, Ohio 45202 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| April 21, 2015 |
| (Date of Event Which Requires Filing of this Statement) |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [X]. |
| | |
* 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 disclosures provided in a prior cover page. |
| 1. | NAME OF REPORTING PERSONS | |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| | | |
| | Casey Capital, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | [_] |
| | | (b) | [X] |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | | |
| | Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 8. | SHARED VOTING POWER | |
| | | |
| | 1,461,634 | |
| 9. | SOLE DISPOSITIVE POWER |
| | | |
| | 0 | |
| 10. | SHARED DISPOSITIVE POWER | |
| | | |
| | 1,461,634 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | | |
| | 1,461,634 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | | |
| | 5.9% | |
| 14. | TYPE OF REPORTING PERSON | |
| | | |
| | OO | |
| 1. | NAME OF REPORTING PERSONS | |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| | | |
| | KC Gamma Opportunity Fund, LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | [_] |
| | | (b) | [X] |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | | |
| | United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 8. | SHARED VOTING POWER | |
| | | |
| | 1,461,634 | |
| 9. | SOLE DISPOSITIVE POWER |
| | | |
| | 0 | |
| 10. | SHARED DISPOSITIVE POWER | |
| | | |
| | 1,461,634 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | | |
| | 1,461,634 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | | |
| | 5.9% | |
| 14. | TYPE OF REPORTING PERSON | |
| | | |
| | PN | |
| 1. | NAME OF REPORTING PERSONS | |
| | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| | | |
| | Kevin M. Casey | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | [_] |
| | | (b) | [X] |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | | |
| | Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| | | |
| | 1,000 | |
| 8. | SHARED VOTING POWER | |
| | | |
| | 1,461,634 | |
| 9. | SOLE DISPOSITIVE POWER |
| | | |
| | 1,000 | |
| 10. | SHARED DISPOSITIVE POWER | |
| | | |
| | 1,461,634 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | | |
| | 1,462,634 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | | |
| | 5.9% | |
| 14. | TYPE OF REPORTING PERSON | |
| | | |
| | IN | |
| | This Schedule 13D Amendment No. 5 amends and supplements the Schedule 13D (the "Original Schedule 13D" and together with Amendment No. 1 filed April 1, 2015, Amendment No. 2 filed April 6, 2015, Amendment No. 3 filed April 9, 2015 and Amendment No. 4 filed April 13, 2015 the "Schedule 13D") filed by Kevin M. Casey, a United States citizen, Casey Capital, LLC, a Delaware limited liability company ("Casey Capital"), and KC Gamma Opportunity Fund, LP, a Delaware limited partnership (the "KC Gamma Opportunity Fund"), on February 26, 2015. Mr. Casey, Casey Capital and KC Gamma Opportunity Fund are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons". All capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Schedule 13D and, unless amended or supplemented hereby, all information contained in the Schedule 13D remains in effect. | |
| Item 4. | Purpose of Transaction. | |
| | | |
| | Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On April 15, 2015, the Reporting Persons learned that a stockholder of the Issuer not affiliated with the Reporting Persons had nominated five director nominees to the Board of Directors of the Issuer. On April 18, 2015 the Reporting Persons had a discussion with the nominating stockholder about the potential reconstitution of the Issuer's Board and about these five director nominees. Based on this discussion, the Reporting Persons have determined to contact these five director nominees to discuss, among other things, their backgrounds and qualifications to serve on the Board of Directors of the Issuer. On April 21, 2015, the Reporting Persons submitted to the Board of Directors of the Issuer a letter responding to the Issuer's April 14, 2015 letter denying the Reporting Persons' stocklist request and rejecting the Reporting Persons' director nominations. The Reporting Persons' letter is attached hereto as Exhibit 99.9. | |
| Item 7. | Material to be Filed as Exhibits. | |
| Exhibit 99.9 | Letter to Essex Board of Directors dated April 21, 2015 | |
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: April 21, 2015 | | |
| | | |
| | | |
| | | Casey Capital, LLC* |
| | | |
| | | By: /s/ Kevin M. Casey |
| | | Name: Kevin M. Casey Title: Managing Member |
| | | KC Gamma Opportunity Fund, LP |
| | | |
| | | By: Casey Capital Management, LLC, its general partner By: /s/ Kevin M. Casey |
| | | Name: Kevin M. Casey Title: Managing Member |
| | | Kevin M. Casey* |
| | | |
| | | /s/ Kevin M. Casey |
* The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
