SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Heritage-Crystal Clean, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

42726M106

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 42726M106

 

1

 

NAME OF REPORTING PERSON

 

The Heritage Group

 

 

2

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

 

(a) ☐

 

 

3

 

 

SEC USE ONLY

 

 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Indiana

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

5

 

 

SOLE VOTING POWER

 

 

5,005,444

 

 

6

 

 

SHARED VOTING POWER

 

 

0

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

 

5,005,444

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

 

0

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

5,005,444

 

 

10

 

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)

 

 

☐

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

22.7%

 

 

12

 

 

TYPE OF REPORTING PERSON (See Instructions)

 

 

PN

 

CUSIP No. 42726M106

Page 3 of 8 Pages

 

 

1

 

NAME OF REPORTING PERSON

 

Fred M. Fehsenfeld, Jr.

 

 

2

 

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

 

(a) ☐

 

 

3

 

 

SEC USE ONLY

 

 

4

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

 

5

 

 

SOLE VOTING POWER

 

 

1,015,048

 

 

6

 

 

SHARED VOTING POWER

 

 

10,000(1)

 

 

7

 

 

SOLE DISPOSITIVE POWER

 

 

1,015,048

 

 

8

 

 

SHARED DISPOSITIVE POWER

 

 

10,000(1)

 

 

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

1,025,048

 

 

10

 

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)

 

 

☐

 

 

11

 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

4.6%

 

 

12

 

 

TYPE OF REPORTING PERSON (See Instructions)

 

 

IN

 

 

 

Item 1.

(a)

Name of Issuer: Heritage-Crystal Clean, Inc.

(b)

Address of Issuer’s Principal Executive Offices:
2175 Point Boulevard, Suite 375, Elgin, Illinois  60123

 

Item 2.

(a)

Name of Persons Filing:

 

This Schedule 13G is being jointly filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”) pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934 (the “Act”):

A Joint Filing Agreement has been executed by the Reporting Persons and is included as Exhibit A to this Schedule 13G.

 

 

(b)

Address of Principal Business Office or, if none, Residence:

The principal business office for both Reporting Persons is 5400 West 86^th Street, Indianapolis, Indiana  46268.

 

(c)

Citizenship:

(1)      The Heritage Group is an Indiana general partnership.

(2)      Mr. Fehsenfeld is a citizen of the United States.

 

(d)

Title of Class of Securities: Common Stock, $0.01par value.

(e)

CUSIP number: 42726M106.

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

Item 4.

Ownership

(a)

Amount beneficially owned:

 

(1)  The Heritage Group:  5,005,444

(2)  Mr. Fehsenfeld:  1,025,048

 

(b)

Percent of class:

(1)  The Heritage Group:  22.7%*

(2)  Mr. Fehsenfeld:  4.6%*

*Percentage ownership is based on 22,066,374 shares of Common Stock outstanding as of December 17, 2014, based on the number presented in the Issuer’s Form 10-Q for the quarter ended September 6, 2014, as adjusted by the public offering reported in the Issuer’s 424B5 filed December 15, 2014, and Current Report on Form 8-K filed December 16, 2014.

 

(c)

Number of shares as to which the person has:

(1)  The Heritage Group

(i)

Sole power to vote or to direct the vote: 5,005,444 (FN1)

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 5,005,444 (FN1)

(iv)

Shared power to dispose or to direct the disposition of: 0

 

FN1:  The Heritage Group is a general partnership formed under the laws of the State of Indiana. Twenty-nine grantor trusts own all of the outstanding general partner interests in the Reporting Person. Six trustees, acting on behalf of each of these trusts, have the duty and have been empowered to carry out the purposes of the general partnership pursuant to the Articles of Partnership. The six trustees are Fred M. Fehsenfeld, Jr., James C. Fehsenfeld, Nicholas J. Rutigliano, William S. Fehsenfeld, Amy M. Schumacher, and Jeffrey A. Laborsky. Each of the 29 grantor trusts is managed by these six trustees, and each trust independently owns Common Stock of the Issuer. The Heritage Group and each of the 29 grantor trusts is an entity separate and distinct from each of the others. Each is operated in accordance with its own governing agreement and by the trustees, acting according to the fiduciary duties imposed upon trustees and partners under the trust and other laws of the State of Indiana. Accordingly, The Heritage Group disclaims beneficial ownership of the shares of Common Stock owned by the 29 grantor trusts.

 

(2)  Mr. Fehsenfeld

(i)

Sole power to vote or to direct the vote: 1,015,048

(ii)

Shared power to vote or to direct the vote: 10,000 (FN2)

(iii)

Sole power to dispose or to direct the disposition of: 1,015,048

(iv)

Shared power to dispose or to direct the disposition of: 10,000 (FN2)

 

FN2:  These shares of Common Stock are owned by the Reporting Person’s family members (specifically, his spouse and two children). The Reporting Person disclaims beneficial ownership of the shares of Common Stock owned by these family members except to the extent of the Reporting Person’s pecuniary interest therein. In addition, as discussed in FN1 above, the Reporting Person serves as one of six trustees who together are empowered to act on behalf of The Heritage Group, as well as on behalf of each of the 29 grantor trusts that together own all the outstanding general partner interests of The Heritage Group. The Reporting Person disclaims beneficial ownership of the shares of Common Stock owned by The Heritage Group and/or by any of the 29 grantor trusts except to the extent of the Reporting Person’s pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Please refer to FN1 and FN2 in Item 4.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certifications

Not applicable.