Marc Andrew Dowdell Form 4 Essex Rental / Marc Andrew Dowdell ownership change

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^*

Dowdell Marc Andrew

(Last) (First) (Middle)

1110 W. 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2015

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	06/01/2015		A		67,500(1)	A	$0	67,500	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$1.18	06/01/2015		A		100,000		(2)	06/01/2025	Common Stock, par value $.0001 per share	100,000	$0	100,000	D

Explanation of Responses:

1. The Reporting Person's restricted shares were granted pursuant to the 2011 Long-Term Incentive Plan and will vest as follows: one-third (1/3) of such restricted shares will vest on each of June 1, 2016, June 1, 2017, and June 1, 2018, provided that the Reporting Person is employed by or performing services for Essex Rental Corp. and/or one of its subsidiaries at the time of the applicable vesting date.

2. The Reporting Person's options were granted pursuant to the 2011 Long-Term Incentive Plan and will vest and become exercisable as follows: one-third (1/3) of such options will vest and become exercisable on each of June 1, 2016, June 1,2017 and June 1, 2018, provided that the Reporting Person is employed by or performing services for Essex Rental Corp. and/or one of its subsidiaries at the time of the applicable vesting date.

Remarks:

	/s/ Marc A. Dowdell	06/08/2015
	** 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.
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