Sec Form 4 Filing - Cowart Benjamin P @ Vertex Energy Inc. - 2017-03-31

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 Cowart Benjamin P 2. Issuer Name and Ticker or Trading Symbol Vertex Energy Inc. [ VTNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 1331 GEMINI STREET, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2017 (Street) HOUSTON, TX77058 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 12/07/2016 G 100,000 D $ 0 2,289,364 D Common Stock 02/21/2017 J( 1 ) 57,025 A $ 0 2,346,389 D Common Stock 05/09/2017 G 199,225 D $ 0 2,147,164 D Common Stock 02/21/2017 J( 1 ) 57,025 D $ 0 187,274 I Through The Benjamin Paul Cowart 2015 Grantor Retained Annuity Trust Common Stock 244,299 I Through The Shelley T. Cowart 2016 Grantor Retained Annuity Trust Common Stock 4,796,761 I Through B&S Cowart II Family LP Common Stock 7,500 I Through Vertex Holdings, Inc. Common Stock 100,765 I Through VTX Inc.

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 B1 Preferred Stock $ 1.56 03/31/2017 J( 2 ) 500 03/31/2017( 3 ) ( 4 ) Common Stock 500 ( 2 ) 33,782 I Through B&S Cowart II Family LP Series B1 Preferred Stock $ 1.56 06/30/2017 J( 2 ) 761 06/30/2017( 3 ) ( 4 ) Common Stock 761 ( 2 ) 34,543 I Through B&S Cowart II Family LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cowart Benjamin P 1331 GEMINI STREET SUITE 250 HOUSTON, TX77058 X X CEO and President Signatures /s/ Benjamin P. Cowart 07/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transfer of record ownership only for tax planning purposes. ( 2 )B&S Cowart II Family LP, which is beneficially owned by Mr. Cowart, was issued 500 shares of Series B1 Preferred Stock in-kind effective on March 31, 2017, in lieu of $780 of dividends which accrued on Series B1 Preferred Stock shares held by B&S Cowart II Family LP. B&S Cowart II Family LP was issued 761 shares of Series B1 Preferred Stock in-kind effective on June 30, 2017, in lieu of $1,188 of dividends which accrued on Series B1 Preferred Stock shares held by B&S Cowart II Family LP. The terms of the Series B1 Preferred Stock are described in greater detail in the Current Report filed by the Issuer on May 13, 2016. ( 3 )The Series B1 Preferred Stock (including accrued and unpaid dividends) is convertible into shares of the Issuer's common stock at the holder's option at any time at the Unit Price (initially a one-for-one basis). If the Issuer's common stock trades at or above $3.90 per share (250% of the Unit Price) for a period of 20 consecutive trading days at any time following the earlier of (a) the effective date of a resale registration statement the Issuer is required to file to register the underlying shares of common stock, or (b) November 13, 2016, the Issuer may at such time force conversion of the Series B1 Preferred Stock (including accrued and unpaid dividends) into common stock of the Issuer. ( 4 )The Series B1 Preferred Stock has no expiration date; however, the Issuer has the option to redeem the Series B1 Preferred Stock at 110% of the Unit Price ($1.56) plus any accrued and unpaid dividends on such Series B1 Preferred Stock redeemed, at any time beginning on June 20, 2017 and the Issuer is required to redeem the Series B1 Preferred Stock at the Unit Price plus any accrued and unpaid dividends on June 24, 2020. Notwithstanding either of the foregoing, the Series B1 Preferred Stock may not be redeemed unless and until amounts outstanding under the Issuer's senior credit facility have been paid in full.

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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