Sec Form 4 Filing - H.I.G. AERT, LLC @ ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES INC - 2017-05-01

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 H.I.G. AERT, LLC 2. Issuer Name and Ticker or Trading Symbol ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES INC [ AERT] 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) C/O H.I.G. CAPITAL, LLC, 1450 BRICKELL AVENUE, 31ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2017 (Street) MIAMI, FL33131 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Common Stock 05/01/2017 J( 1 ) 15,289,890 D $ 0.1359 0 D ( 5 ) ( 6 ) ( 7 ) ( 8 )

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 Series E Convertible Preferred Stock $ 0.075 05/01/2017 J( 1 ) 20,524.149 ( 2 ) ( 3 ) Class A Common Stock 393,084,089 ( 4 ) $ 2,603.4833 ( 1 ) 0 D ( 5 ) ( 6 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other H.I.G. AERT, LLC C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X H.I.G. Capital Partners IV, L.P. C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X BAYSIDE OPPORTUNITY FUND, LP C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X H.I.G. Advisors IV, L.L.C. C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X BAYSIDE OPPORTUNITY ADVISORS, LLC C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X HIG GP II INC C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X MNAYMNEH SAMI C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X TAMER ANTHONY C/O H.I.G. CAPITAL, LLC 1450 BRICKELL AVENUE, 31ST FLOOR MIAMI, FL33131 X Signatures H.I.G. AERT, LLC, By: H.I.G. Capital Partners IV, L.P., Title: Member, By: H.I.G. Advisors IV, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017 Signature of Reporting Person Date H.I.G. Capital Partners IV, L.P., By: H.I.G. Advisors IV, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017 Signature of Reporting Person Date Bayside Opportunity Fund, L.P., By: Bayside Opportunity Advisors, LLC, Title: General Partner, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017 Signature of Reporting Person Date H.I.G. Advisors IV, LLC, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017 Signature of Reporting Person Date Bayside Opportunity Advisors, LLC, By: H.I.G.- GPII, Inc., Title: Manager, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017 Signature of Reporting Person Date H.I.G.- GPII, Inc., By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory 05/01/2017 Signature of Reporting Person Date /s/ Sami W. Mnaymneh 05/01/2017 Signature of Reporting Person Date /s/ Anthony A. Tamer 05/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger by and among Oldcastle Architectural, Inc. ("Parent"), Oldcastle Ascent Merger Sub, Inc., a wholly-owned subsidiary of Parent, and Issuer, dated as of March 16, 2017 (the "Merger Agreement"), whereby each share of Issuer Class A common stock ("Common Stock") was cancelled and converted into the right to receive $0.135936 in cash without interest and subject to any applicable withholding taxes, and each share of Issuer Series E Convertible Preferred Stock ("Preferred Stock") was cancelled and converted into the right to receive $2,603.483278 in cash without interest and subject to any applicable withholding taxes. ( 2 )At the holder's election and for no additional consideration, each share of Preferred Stock was convertible into shares of Common Stock at any time. ( 3 )The shares of Preferred Stock had no expiration date. ( 4 )393,084,089 shares of Common Stock were issuable upon conversion of the 20,524.149 shares of Preferred Stock at the fixed rate of 19,152.27 shares of Common Stock for each share of Preferred Stock, the "Conversion Rate" for the Preferred Stock pursuant to the Issuer's Certificate of Designations, Preferences and Rights of the Series E Convertible Preferred Stock in the event a fundamental transaction (which includes the merger pursuant to the Merger Agreement) occurred prior to August 1, 2017. ( 5 )This Form 4 is being filed by H.I.G. AERT, LLC as the direct beneficial owner of the shares of Common Stock and the shares of Preferred Stock. ( 6 )Each of the other Reporting Persons may be deemed to be indirect beneficial owners of the shares of Common Stock and Preferred Stock, as follows: (i) H.I.G. Capital Partners IV, L.P. and Bayside Opportunity Fund, L.P., each in their capacity as the holders of 56.8% and 29.9%, respectively, of the equity interests of H.I.G. AERT, LLC; (ii) H.I.G. Advisors IV, LLC, in its capacity as the general partner of H.I.G. Capital Partners IV, L.P.; (iii) Bayside Opportunity Advisors, LLC, in its capacity as the general partner of Bayside Opportunity Fund, L.P..; (iv) H.I.G.- GPII, Inc., in its capacity as the manager of each of H.I.G. Advisors IV, LLC and Bayside Opportunity Advisors, LLC; and (v) Sami W. Mnaymneh and Anthony A. Tamer, each in their capacity as co-presidents and directors of H.I.G.- GPII, Inc. ( 7 )Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person. ( 8 )Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than H.I.G. AERT, LLC, herein states that this filing shall not be deemed to be an admission that it or he is a beneficial owner of any shares of Common Stock or Preferred Stock covered by this Statement of Changes in Beneficial Ownership of Securities on Form 4. Each of the Reporting Persons, other than H.I.G. AERT, LLC, disclaims beneficial ownership of the shares, except to the extent of its or his pecuniary interest in 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).

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