Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  H.I.G. AERT, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2011
3. Issuer Name and Ticker or Trading Symbol
ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES INC [AERT]
(Last)
(First)
(Middle)
C/O H.I.G. CAPITAL, LLC, 1450 BRICKELL AVENUE, 31ST FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MIAMI, FL 33131
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 15,289,890 (1)
D (2) (3) (4) (5)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
H.I.G. AERT, LLC
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
    X    
H.I.G. Capital Partners IV, L.P.
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
    X    
HIG BAYSIDE DEBT & LBO FUND II LP
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
    X    
H.I.G. Advisors IV, L.L.C.
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
    X    
H.I.G. Bayside Advisors II, L.L.C.
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
    X    
HIG GP II INC
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
    X    
MNAYMNEH SAMI
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
    X    
TAMER ANTHONY
C/O H.I.G. CAPITAL, LLC
1450 BRICKELL AVENUE, 31ST FLOOR
MIAMI, FL 33131
    X    

Signatures

H.I.G. AERT, LLC, By: H.I.G. Capital Partners IV, L.P., Title: Member, By: H.I.G. Advisors IV, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, /s/ Richard Siegel, Title: Vice President and General Counsel 03/22/2011
**Signature of Reporting Person Date

H.I.G. Capital Partners IV, L.P., By: H.I.G. Advisors IV, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, /s/ Richard Siegel, Title: Vice President and General Counsel 03/22/2011
**Signature of Reporting Person Date

H.I.G. Bayside Debt & LBO Fund II, L.P., By: H.I.G. Bayside Advisors II, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, /s/ Richard Siegel, Title: Vice President and General Counsel 03/22/2011
**Signature of Reporting Person Date

H.I.G. Advisors IV, LLC, By: H.I.G.- GPII, Inc., Title: Manager, /s/ Richard Siegel, Title: Vice President and General Counsel 03/22/2011
**Signature of Reporting Person Date

H.I.G. Bayside Advisors II, LLC, By: H.I.G.- GPII, Inc., Title: Manager, /s/ Richard Siegel, Title: Vice President and General Counsel 03/22/2011
**Signature of Reporting Person Date

H.I.G.- GPII, Inc., /s/ Richard Siegel, Title: Vice President and General Counsel 03/22/2011
**Signature of Reporting Person Date

/s/ Sami W. Mnaymneh 03/22/2011
**Signature of Reporting Person Date

/s/ Anthony A. Tamer 03/22/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) On March 18, 2011, pursuant to a reclassification exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that certain Series D Preferred Stock Exchange Agreement, dated as of March 18, 2011, by and between the Issuer and H.I.G. AERT, LLC, 15,289,890 shares of Class A Common Stock were issued to H.I.G. AERT, LLC in exchange for (i) the transfer to and cancellation by the Issuer of an aggregate of 315,273.4 shares of Series D Convertible Preferred Stock of the Issuer, and (ii) the surrender to and cancellation by the Issuer of certain warrants to purchase an aggregate of 1,515,155 shares of Class A Common Stock of the Issuer that were previously held by H.I.G. AERT, LLC.
(2) This Form 3 is being filed by H.I.G. AERT, LLC as the direct beneficial owner of the shares of Class A Common Stock.
(3) Each of the other Reporting Persons may be deemed to be indirect beneficial owners of the shares of Class A Common Stock, as follows: (i) H.I.G. Capital Partners IV, L.P. and H.I.G. Bayside Debt & LBO Fund II, L.P., each in their capacity as the holders of 45.5% and 33.3%, respectively, of the equity interests of H.I.G. AERT, LLC; (ii) H.I.G. Advisors IV, LLC, in its capacity as the general partner of H.I.G. Capital Partners IV, L.P.; (iii) H.I.G. Bayside Advisors II, LLC, in its capacity as the general partner of H.I.G. Bayside Debt & LBO Fund II, L.P.; (iv) H.I.G.- GPII, Inc., in its capacity as the manager of each of H.I.G. Advisors IV, LLC and H.I.G. Bayside Advisors II, LLC; and (v) Sami W. Mnaymneh and Anthony A. Tamer, each in their capacity as co-presidents and directors of H.I.G.- GPII, Inc.
(4) Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person.
(5) Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than H.I.G. AERT, LLC, herein states that this filing shall not be deemed to be an admission that it or he is a beneficial owner of any shares of Class A Common Stock covered by this Initial Statement of Beneficial Ownership of Securities on Form 3. Each of the Reporting Persons, other than H.I.G. AERT, LLC, disclaims beneficial ownership of the shares, except to the extent of its or his pecuniary interest in the shares.

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