ThZeal - The Zeal

SEC FORM 4/A 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^*

BLACK LEON D

(Last)

(First)

(Middle)

9 WEST 57TH STREET

SUITE 4300

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENVIRONMENTAL SOLUTIONS WORLDWIDE INC [ ESWW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/23/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
10% Unsecured Subordinated Promissory Note (2)	$0.12	02/18/2011⁽¹⁾		A		3,149,317⁽⁴⁾⁽⁵⁾		06/17/2011⁽²⁾⁽³⁾	06/17/2011⁽²⁾⁽³⁾	Common Stock	3,149,317⁽⁴⁾⁽⁵⁾	$377,918⁽⁴⁾⁽⁵⁾	3,149,317⁽⁴⁾⁽⁵⁾	D
10% Unsecured Subordinated Promissory Note (2)	$0.12	02/18/2011⁽¹⁾		A		7,317,683⁽⁴⁾⁽⁶⁾		06/17/2011⁽²⁾⁽³⁾	06/17/2011⁽²⁾⁽³⁾	Common Stock	7,317,683⁽⁴⁾⁽⁶⁾	$878,122⁽⁴⁾⁽⁶⁾	7,317,683⁽⁴⁾⁽⁶⁾	D
10% Unsecured Subordinated Promissory Note (2)	$0.12	02/18/2011⁽¹⁾		A		4,763,533⁽⁴⁾⁽⁷⁾		06/17/2011⁽²⁾⁽³⁾	06/17/2011⁽²⁾⁽³⁾	Common Stock	4,763,533⁽⁴⁾⁽⁷⁾	$571,624⁽⁴⁾⁽⁷⁾	4,763,533⁽⁴⁾⁽⁷⁾	D
10% Unsecured Subordinated Promissory Note (2)	$0.12	02/18/2011⁽¹⁾		A		4,763,517⁽⁴⁾⁽⁸⁾		06/17/2011⁽²⁾⁽³⁾	06/17/2011⁽²⁾⁽³⁾	Common Stock	4,763,517⁽⁴⁾⁽⁸⁾	$571,622⁽⁴⁾⁽⁸⁾	4,763,517⁽⁴⁾⁽⁸⁾	D

Explanation of Responses:

1. The securities reported herein were acquired by the Reporting Persons on February 18, 2011, but are deemed effective as of February 17, 2011. This Amendment to the Form 4 filed on February 23, 2011 is being filed solely to correct the incomplete Footnote 2 contained in the prior version.

2. Each 10% Unsecured Subordinated Promissory Note (each, a "Note") shall be (a) subject to an interest rate of 10% per annum, payable in-kind on a monthly basis and (b) exchangeable for shares of common stock of the Company, par value $0.001 per share ("Common Stock"), in connection with the Qualified Offering (as hereinafter defined). Each Note shall mature on the earlier of: (i) the consummation of a rights offering pursuant to which the Company plans to offer rights to purchase approximately $6.5 million shares of Common Stock, at a sale price of $0.12 per share (as adjusted for any stock split, stock dividend or similar adjustment) and raise at least an incremental $3.5 million of cash for the Company (the "Qualified Offering") or (ii) June 17, 2011 (the "Outside Date").

3. The Reporting Persons may, in their sole option, extend the Outside Date. If the Qualified Offering closes on or prior to the Outside Date and for any reason a Reporting Person shall have failed to have exchanged in the Qualified Offering any and all principal or accrued interest outstanding under his, her or its Note(s) for Common Stock at such price, then the Reporting Person shall be entitled to purchase additional shares of Common Stock at such price, so that all principal and accrued interest outstanding under such Note(s) shall have been exchanged for Common Stock at such price.

4. Based on principal amount of such Note and, as applicable, $0.12 per share price in connection with any exchange thereof.

5. This Note (and the Common Stock into which it is exchangeable as described herein) is directly beneficially owned by Leon D. Black.

6. This Note (and the Common Stock into which it is exchangeable as described herein) is directly beneficially owned by the Black Family 1997 Trust (the "1997 Trust"). Although Mr. Black disclaims beneficial ownership, he may be deemed to indirectly beneficially own these Notes that are directly beneficially owned by the 1997 Trust.

7. These Notes (and the Common Stock into which they are exchangeable as described herein) are directly beneficially owned in equal parts by each of Leon D. Black Trust UAD 11/30/92 FBO Joshua Black and Leon D. Black Trust UAD 11/30/92 FBO Victoria Black.

8. These Notes (and the Common Stock into which they are exchangeable as described herein) are directly beneficially owned in equal parts by each of Leon D. Black Trust UAD 11/30/92 FBO Benjamin Black and Leon D. Black Trust UAD 11/30/92 FBO Alexander Black.

Remarks:

	/s/ See signatures attached as Exhibit 99.1	02/24/2011
	** 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).
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