Edgar Filing: Midwest Energy Emissions Corp.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MacPherson Richard

2. Issuer Name and Ticker or Trading Symbol
Midwest Energy Emissions Corp. [MEEC]

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

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

(Last)

(First)

(Middle)

34 CEDARBANK TERRACE

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2013

(Street)

HALIFAX, A5 B3P 2TR

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Common Stock	07/12/2013		M		506,920 ⁽¹⁾	A	$ 0.5	506,920	D
Common Stock	07/12/2013		M		1,234,164 ⁽²⁾	A	$ 0.5	18,553,225	I	By 3253517 Nova Scotia Limited
Common Stock	07/12/2013		S		1,000,000 ⁽³⁾	D	$ 0.001	17,553,225	I	By 3253517 Nova Scotia Limited
Common Stock	07/12/2013		S		1,000,000 ⁽³⁾	D	$ 0.001	16,553,225	I	By 3253517 Nova Scotia Limited

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

12% Convertible Promissory Note

$ 0.5

07/12/2013

$ 252,199 ⁽¹⁾

06/27/2013

06/27/2016

Units

⁽¹⁾

$ 252,199

12% Convertible Promissory Note

$ 0.5

07/12/2013

$ 614,012 ⁽²⁾

06/27/2013

06/27/2016

Units

⁽²⁾

$ 614,012

By 3253517 Nova Scotia Limited

Warrants

$ 0.75

07/12/2013

126,730

07/12/2013

07/12/2015

Common Stock

126,730

⁽¹⁾

126,730

Warrants

$ 0.75

07/12/2013

308,541

07/12/2013

07/12/2015

Common Stock

308,541

⁽²⁾

308,541

By 3253517 Nova Scotia Limited

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MacPherson Richard 34 CEDARBANK TERRACE HALIFAX, A5 B3P 2TR	X	X

Signatures

/s/ Richard MacPherson		07/15/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to a notice of conversion, the Reporting Person converted a promissory note with a principal balance of $252,199 and accrued interest of $1,261 into 506,920 Units of the Issuer, with each Unit consisting of one share of common stock and one warrant to purchase 0.25 additional shares of common stock at $0.75 per share.
(2)	Pursuant to a notice of conversion, 3253517 Nova Scotia Limited converted a promissory note with a principal balance of $614,012 and accrued interest of $3,070 into 1,234,164 Units of the Issuer, with each Unit consisting of one share of common stock and one warrant to purchase 0.25 additional shares of common stock at $0.75 per share. The Reporting Person is the controlling principal of 3253517 Nova Scotia Limited.
(3)	On July 12, 2013, 3253517 Nova Scotia Limited effected a transfer of 1,000,000 and 1,000,000 shares of common stock to two transferees in private transactions for consideration of $1,000 in cash received from each of the transferees.

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