Sec Form 4 Filing - PIERCE D HOWARD @ HARSCO CORP - 2011-02-28

Insider filing report for Changes in Beneficial Ownership
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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
PIERCE D HOWARD
2. Issuer Name and Ticker or Trading Symbol
HARSCO CORP [ HSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
350 POPLAR CHURCH ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2011
(Street)
CAMP HILL, PA17011
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, $1.25 par value ( 1 ) 02/28/2011( 1 ) M( 1 ) 4,000 ( 1 ) A $ 13.9625 ( 1 ) 8,000 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
Incentive Stock Option (right to buy) ( 1 ) $ 13.9625 ( 1 ) 02/28/2011( 1 ) ( 1 ) M( 1 ) 4,000 ( 1 ) ( 1 ) 04/30/2011( 1 ) Common Stock, $1.25 par value ( 1 ) 4,000 ( 1 ) ( 1 ) 0 ( 1 ) D
Incentive Stock Option (right to buy) ( 1 ) $ 16.96 ( 1 ) 05/01/2004( 1 ) 04/30/2013( 1 ) Common Stock, $1.25 par value ( 1 ) 4,000 4,000 D
Incentive Stock Option (right to buy) ( 1 ) $ 20.96 ( 1 ) 05/01/2003( 1 ) 04/30/2012( 1 ) Common Stock, $1.25 par value ( 1 ) 4,000 4,000 D
Phantom Stock Units ( 2 ) ( 2 ) ( 2 ) ( 2 ) Common Stock, $1.25 par value ( 2 ) 2,215.226 2,215.226 D
Restricted Stock Units ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock, $1.25 par value ( 3 ) 13,355.797 13,355.797 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PIERCE D HOWARD
350 POPLAR CHURCH ROAD
CAMP HILL, PA17011
X
Signatures
By: Mark E. Kimmel, Attorney-in-Fact For: D. Howard Pierce 03/02/2011
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock option granted pursuant to 1995 Non-Employee Directors' Stock Plan, in a transaction exempt under Rule 16b-3.
( 2 )Represents deferred compensation under the Deferred Compensation Plan for Non-Employee Directors. Each phantom stock unit represents a right to be paid in cash an amount equal to the fair market value of one share of Harsco Corporation Common Stock at the date of settlement. The sheduled settlement for the balance of the phantom stock units is in a lump sum to to be paid after Mr. Pierce's retirement from the Board. The deferred compensation credit for fees earned during the quarterly period is the fair market value on the day immediately preceding such credit date. Includes reinvested dividends. The amount credited for each quarterly dividend is payable using the dividend payment date as the valuation date.
( 3 )Represents restricted stock units granted under the 1995 Non-Employee Directors' Stock Plan. Each restricted stock unit has a one-year vesting period and will be settled promptly following termination of the individual's service as a Director of the Company. Includes reinvested dividends.

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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