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Form 4 Heritage-Crystal Clean, For: Aug 16 Filed by: Fehsenfeld Fred M Jr

August 18, 2022 7:04 PM EDT
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 *
Fehsenfeld Fred M Jr
(Last) (First) (Middle)
C/O HERITAGE-CRYSTAL CLEAN, INC.
2175 POINT BOULEVARD, SUITE 375
(Street)
ELGIN IL 60123
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Heritage-Crystal Clean, Inc. [ HCCI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2022
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 08/16/2022   S   34,206 D $ 34.26 (1) 406,623 I By Trust (2)
Common Stock 08/16/2022   S   4,102 D $ 35.27 (3) 402,521 I By Trust (2)
Common Stock 08/17/2022   S   75,640 D $ 33.39 (4) 326,881 I By Trust (2)
Common Stock 08/18/2022   S   118,072 D $ 33.57 (5) 208,809 I By Trust (2)
Common Stock               637,647 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
Explanation of Responses:
1. The reported price is a volume weighted average price. The shares of Common Stock ("Shares") were sold in multiple transactions at prices ranging from $34.00 to $34.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Shares sold by each of the Trusts (defined below) at each separate price within the ranges set forth in footnotes (1), (3), (4) and (5) of this Form 4.
2. The reported securities are directly held by trusts for the benefit of the Reporting Person's family (the "Trusts"). The Reporting Person serves as trustee of each of the Trusts and therefore may be deemed to have beneficial ownership of the reported securities but disclaims such ownership except to the extent of his pecuniary interest therein.
3. The reported price is a volume weighted average price. The Shares were sold in multiple transactions at prices ranging from $35.00 to $35.63, inclusive.
4. The reported price is a volume weighted average price. The Shares were sold in multiple transactions at prices ranging from $33.14 to $34.00, inclusive.
5. The reported price is a volume weighted average price. The Shares were sold in multiple transactions at prices ranging from $33.03 to $33.85, inclusive.
/s/ Mark DeVita, Attorney-in-Fact 08/18/2022
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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