Sec Form 4 Filing - MacPherson Richard @ Midwest Energy Emissions Corp. - 2011-12-29

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 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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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 X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 34 CEDARBANK TERRACE 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2011 (Street) HALIFAX, A5B3P 2TR 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/29/2011 S 57,971 ( 1 ) D $ 0.9035 21,780,221 I By 3253517 Nova Scotia Limited ( 2 ) Common Stock 12/29/2011 S 57,971 ( 1 ) D $ 0.9035 21,722,250 I By 3253517 Nova Scotia Limited Common Stock 12/30/2011 S 200,000 ( 3 ) D $ 0.9008 21,522,250 I By 3253517 Nova Scotia Limited Common Stock 12/30/2011 S 54,945 ( 3 ) D $ 0.9008 21,467,305 I By 3253517 Nova Scotia Limited Common Stock 01/03/2012 S 54,946 ( 3 ) D $ 0.9008 21,412,359 I By 3253517 Nova Scotia Limited

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MacPherson Richard 34 CEDARBANK TERRACE HALIFAX, A5B3P 2TR X X Senior Vice President Signatures /s/ Richard MacPherson 01/03/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 29, 2011, 3253517 Nova Scotia Limited effected a transfer of 57,971 and 57,971 shares of common stock to two purchasers in private sales transactions for consideration consisting of cancellation of loans previously made by such purchasers to the Reporting Person, on behalf of 3253517 Nova Scotia Limited. ( 2 )The Reporting Person is the controlling principal of 3253517 Nova Scotia Limited. ( 3 )3253517 Nova Scotia Limited sold 200,000 and 54,945 shares of common stock to two purchasers on December 30, 2011, and 54,946 shares of common stock to one purchaser on January 3, 2012, in private sales transactions for cash consideration.

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).

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