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* BRUCKMANN BRUCE (Last) (First) (Middle) C/O H&E EQUIPMENT SERVICES, INC. 7500 PECUE LANE (Street) BATON ROUGE LA 70809 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol H&E Equipment Services, Inc. [ HEES ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/02/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	01/02/2014		A(1)		1,384	A	$28.91	645,954(2)	D
Common Stock, par value $0.01 per share								190,882	I	By Bruce C. Bruckmann Family Trust(3)
Common Stock, par value $0.01 per share								73,344	I	By Bruce C. Bruckmann 1999 Gift Trust(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Stock grant under the Company's 2006 Stock-Based Incentive Compensation Plan, as amended. The shares of stock vested immediately upon issuance.

2. The Reporting Person's direct holdings reflect the transaction shown as well as the following non-reportable events: (a) He transferred 281,126 shares of common stock of Issuer to a former spouse pursuant to a domestic relations order. (b) BCB Family Partners, L.P. made a pro-rata in-kind distribution of common stock of the Issuer without consideration to its partners, including 4,017 to the Reporting Person. Following these distributions, BCB Family Partners, L.P. no longer holds any shares of common stock of the Issuer. This distribution constituted a mere change in the form of ownership that does not change the Reporting Person's pecuniary interest in the shares.

3. These shares are held in a trust for the benefit of the Reporting Person's children. The Reporting Person's former spouse is the trustee of the trust. The Reporting Person disclaims beneficial ownership of these shares.

4. These shares are held in a trust for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares.

Remarks:

	/s/ W. Scott Bozzell Attorney-in-Fact	01/03/2014
	** 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).
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