COUNTRY Mutual Insurance Co SEC Form 4 Filed October 14, 2011

COUNTRY Mutual Insurance Co SEC Form 4 Filed October 14, 2011: Statement of changes in beneficial ow...

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COUNTRY LIFE INSURANCE CO

(Last)

(First)

(Middle)

1701 N TOWANDA AVENUE

(Street)

BLOOMINGTON

61701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Abtech Holdings, Inc. [ ABHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Series A Preferred Stock of Subsidiary⁽¹⁾	$3.75	10/06/2011		J⁽²⁾			974,252	10/06/2006	10/06/2011	Common Stock of Issuer	974,252	$3.75	3,698,560	I	Warrant owner⁽³⁾

1. Name and Address of Reporting Person^*

COUNTRY LIFE INSURANCE CO

(Last)

(First)

(Middle)

1701 N TOWANDA AVENUE

(Street)

BLOOMINGTON

61701

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

COUNTRY Mutual Insurance Co

(Last)

(First)

(Middle)

1701 N TOWANDA AVENUE

(Street)

BLOOMINGTON

61701

(City)

(State)

(Zip)

Explanation of Responses:

1. The warrant, dated October 6, 2006, provided right to purchase 183,000 shares of Series A Preferred Stock of Issuer's subsidiary AbTech Industries, Inc. Pursuant to the Merger transaction described in the Issuer's Form 8-K filed as of February 10, 2011, 974,252 shares of common stock of the Issuer were issuable upon the exercise of the warrant and the subsequent conversion of such preferred stock in common stock of the Issuer.

2. Warrant expired 10/6/2011.

3. See footnote 1.

	/s/ David A. Magers, Chief Financial Officer, COUNTRY Life Insurance Company	10/14/2011
	/s/ David A. Magers, Chief Financial Officer, COUNTRY Mutual Insurance Company	10/14/2011
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

rrd290197_327534.htm

rrd290197_327534.html

Exhibit 99.1
------------

   Statement Relating to the Filing of Joint Report of Change of Beneficial
    Ownership of Securities Pursuant to Rules 16a-1(a)(4) and 16a-3(j)
    ------------------------------------------------------------------

       The Reporting Persons, COUNTRY Mutual Insurance Company and
   COUNTRY Life Insurance Company, are affiliated insurance companies
   that jointly own investments in the subsidiary (AbTech Industries,
   Inc.) of the Issuer (AbTech Holdings, Inc.) as reflected in the
   attached SEC Form 4. The Reporting Persons maintain offices at 1701
   N Towanda Avenue, Bloomington, Illinois 61701. Pursuant to Rule
   16a-1(a)(4), this report shall not be deemed to be an admission that
   the Reporting Persons are the beneficial owners of securities of the
   Issuer. The Reporting Persons file this joint report in accordance
   with Rules 16a-1(a)(4) and 16a-3(j).

Dated: October 14, 2011

COUNTRY MUTUAL INSURANCE COMPANY

By: David A. Magers, Chief Financial Officer

                  By: /s/ David A. Magers
                      -------------------

   COUNTRY LIFE INSURANCE COMPANY

By: David A. Magers, Chief Financial Officer

By: /s/ David A. Magers
-------------------


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