Sec Form 4 Filing - Dietrich Henry M @ JBI, INC. - 2013-02-21

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 Dietrich Henry M 2. Issuer Name and Ticker or Trading Symbol JBI, INC. [ JBII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 55 E. 52ND STREET, 34TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2013 (Street) NEW YORK, NY10055 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 02/21/2013 S 92,915 D $ 0.8116 94,585 D Common Stock 02/25/2013 S 64,100 D $ 0.8995 30,485 D Common Stock 02/26/2013 S 30,485 D $ 1.0117 0 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dietrich Henry M 55 E. 52ND STREET 34TH FLOOR NEW YORK, NY10055 X Signatures /s/ Henry M. Dietrich 02/28/2013 Signature of Reporting Person Date

Explanation of Responses:

Remarks: As previously reported, in May 2012, JBI, Inc. (the "Issuer") entered into Subscription Agreements (the "Purchase Agreements") with several accredited investors (collectively, the "Purchasers"), including the Reporting Person in connection with a private placement of shares (the "Shares") of common stock. As a condition to the closing of the Purchase Agreements, the Purchasers required John W. Bordynuik to enter into a letter agreement, ("Letter Agreement"), pursuant to which Mr. Bordynuik made certain agreements regarding the voting of his shares of Common Stock and his one million shares of the Issuer's Series A preferred stock.. As a result of agreements related to the private placement, including the Letter Agreement, the Reporting Person may be deemed to have been part of a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to have beneficially owned in excess of 10% of the outstanding shares of common stock of the Issuer, although neither the fact of the filing of a Form 3 nor any information contained herein or therein shall be deemed to be an admission by the Reporting Person that a "group" exists or existed. The foregoing summary of the private placement and the Letter Agreement is qualified in its entirety by reference to the Issuer's Current Reports on Form 8-K filed on May 17, 2012 and May 22, 2012, and the Schedule 13D filed by the Reporting Persons regarding ownership of the Shares.

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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