brsiisched13g070511.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

_______________

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)


Heritage-Crystal Clean, Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
 
42726M106
(CUSIP Number)
 
 
June 30, 2011
(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)
            [X]
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 coverage 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).
 
Page 1 of 6

 
 
 


CUSIP No. 42726M106
  
13G
  
Page 2 of 6 Pages

1.
NAMES OF REPORTING PERSONS
 
Bruckmann, Rosser, Sherrill & Co. II, L.P.
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
13-4060755
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[   ]
   
(b)
[   ]
   
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF SHARES BENEFICIALLY
OWNED BY  EACH
REPORTING PERSON
WITH:
 
5.
 
SOLE VOTING POWER
 
0
 
6.
 
SHARED VOTING POWER
 
0
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
8.
 
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[   ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12.
TYPE OF REPORTING PERSON
 
PN


 
 
 

 
CUSIP No. 42726M106
  
13G
  
Page 3 of 6 Pages
 
 
Item 1(a).
Name of Issuer:
 
                               Heritage-Crystal Clean, Inc.
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
       2175 Point Boulevard, Suite 375
       Elgin, IL 60123
 
Item 2(a).
Name of Person Filing:
 
            Bruckmann, Rosser, Sherrill & Co. II, L.P.
 
Item 2(b).
Address of Principal Business Office:
 
        126 East 56th Street
        New York, NY 10022
   
Item 2(c).
Citizenship:
 
   Delaware
 
 Item 2(d).  Title of Class of Securities:
 
   Common Stock, par value $0.01 per share
 
 Item 2(e).     CUSIP Number:
 
            42726M106
 
 
 
 
 
CUSIP No. 42726M106
  
13G
  
Page 4 of 6 Pages

 
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)    [   ]       Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
(b)    [   ]       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)    [   ]       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)    [   ]       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)    [   ]       An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)     [   ]      An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)    [   ]       A parent holding company or control person in accordance with §240.13d 1(b)(1)(ii)(G);
 
(h)    [   ]       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)     [   ]      A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)     [   ]      A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)    [   ]       Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 

Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
  Amount beneficially owned:
 0
     
 
(b)
  Percent of class:      0.0%
     
   (c)
Number of shares as to which such person has:
 
     
 
(i)    Sole power to vote or to direct the vote
     0
     
 
(ii)   Shared power to vote or to direct the vote
     0
     
 
(iii)  Sole power to dispose or to direct the disposition of
     0
     
   (iv) Shared power to dispose or to direct the disposition of      0

 
 
 
 


CUSIP No. 42726M106
  
13G
  
Page 5 of 6 Pages
 
 
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
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.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 

CUSIP No. 42726M106
  
13G
  
Page 6 of 6 Pages


SIGNATURE
 
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
 
 
BRUCKMANN, ROSSER, SHERRILL & CO., II,
  L.P. by its General Partner, BRSE, L.L.C.
   
   
 
By:
  /s/ Bruce Bruckmann  
 
   
Name:  Bruce Bruckmann
   
Title:    Managing Director
   
   
 Dated:  July 5, 2011  
   
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)