Sec Form 4 Filing - MacPherson Richard @ Midwest Energy Emissions Corp. - 2014-06-16

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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 34 CEDARBANK TERRACE 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2014 (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 06/16/2014 A 346,518( 1 ) A $ 1.1 18,225,871 I By 3253517 Nova Scotia Limited( 2 ) Common Stock 06/17/2014 S 420,000( 3 ) D $ 0.48 17,805,871 I By 3253517 Nova Scotia Limited Commmon Stock 06/17/2014 S 40,000( 3 ) D $ 0.92 17,766,871 I By 3253517 Nova Scotia Limited Common Stock 06/17/2014 S 454,833( 3 ) D $ 0.71 17,311,038 I By 3253517 Nova Scotia Limited Commmon Stock 06/17/2014 S 130,000( 3 ) D $ 0.33 17,181,038 I By 3253517 Nova Scotia Limited Commmon Stock 06/17/2014 S 67,805( 4 ) D $ 1 17,113,233 I By 3253517 Nova Scotia Limited Common Stock 06/17/2014 S 150,000( 4 ) D $ 1 16,963,233 I By 3253517 Nova Scotia Limited Commmon Stock 06/17/2014 S 200,000( 4 ) D $ 1 16,763,233 I By 3253517 Nova Scotia Limited Commmon Stock 506,920 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 (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 Warrants $ 1.1 06/16/2014 A 346,518 06/16/2014 06/16/2019 Common Stock 346,518 ( 1 ) 346,518 I By 3253517 Nova Scotia Limited( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MacPherson Richard 34 CEDARBANK TERRACE HALIFAX, A5B3P 2TR X X Signatures /s/ Richard MacPherson 06/18/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a Debt Conversion Agreement entered into with the Issuer, certain debt due and owing to the Reporting Person in the amount of $381,169.35 was converted into 346,518 Units of the Issuer at a conversion price of $1.10 per Unit with each Unit consisting of one share of common stock, and a five-year warrant to purchase one additional share of common stock at an exercise price of $1.10 per share. ( 2 )The Reporting Person is the controlling principal of 3253517 Nova Scotia Limited. ( 3 )On June 17, 2014, 3253517 Nova Scotia Limited effected a transfer of 420,000, 40,000, 454,833 and 130,000 shares of common stock to three transferees in private transactions for consideration consisting of loan repayments. ( 4 )On June 17, 2014, 3253517 Nova Scotia Limited effected a transfer of 67,805, 150,000 and 200,000 shares of common stock to three purchasers 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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