UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 818, ~~2015~~2016

Essex Rental Corp.

(Exact name of registrant as specified in charter)



Delaware	000-52459	20-5415048
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)



1110 Lake Cook Road, Suite 220, Buffalo Grove, Illinois	60089
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 847-215-6500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing.~~Agreement

On ~~December~~March 818, ~~2015~~2016, Essex Crane Rental Corp. (~~the~~"Essex Crane"~~Company"~~ or ~~"Essex") notified~~ the ~~Nasdaq Stock Market (~~"~~Nasdaq~~Company"), ofa ~~its~~wholly-owned ~~intent~~subsidiary toof ~~file~~Essex ~~Form~~Rental 25Corp., ~~Notification~~entered ofinto ~~Removal~~a ~~from~~Fifth ~~Listing~~Forbearance ~~and/or~~Agreement ~~Registration~~(the ~~under~~"Forbearance ~~Section 12(b~~Agreement"), ofeffective ~~the~~as ~~Securities~~of ~~Exchange~~March ~~Act~~18, ~~of 1934~~2016, asby ~~amended~~and ~~("Exchange~~among ~~Act")~~Essex Crane, ~~with~~Wells ~~the~~Fargo ~~United~~Capital ~~States~~Finance ~~Securities~~LLC, ~~and~~as ~~Exchange~~Administrative ~~Commission~~Agent ~~("SEC")~~and toitself ~~voluntarily~~as ~~delist~~a ~~its~~lender, ~~common~~PNC ~~stock~~Bank, ~~from~~National ~~the~~Association, ~~Nasdaq~~Alostar ~~Capital~~Bank ~~Market~~of ~~and~~Commerce, ~~deregister~~Kayne ~~its~~Senior ~~common~~Credit ~~stock~~Fund ~~under Section 12~~(bQP) ofL.P., ~~the~~Kayne ~~Exchange~~Senior ~~Act~~Credit Fund L. ~~The~~P., ~~Company~~1492 ~~plans~~Capital toLLC, ~~file~~and ~~Form~~Medley 25Capital ~~with~~Corporation ~~the~~as ~~SEC~~lenders. onIn orconnection ~~about~~with ~~December~~the 18Forbearance Agreement, ~~2015~~Essex Holdings, asLLC a("Holdings") ~~result~~executed ofa ~~which~~Consent ~~the~~and ~~Company~~Reaffirmation ~~expects~~of its ~~common~~guaranty ~~stock~~obligations ~~will~~to ~~cease~~the toAgent beand ~~listed~~Lenders, onwhich ~~Nasdaq~~is onan orexhibit ~~about~~to ~~December~~the ~~28,~~Forbearance ~~2015~~Agreement. The ~~Company~~Forbearance ~~anticipates~~Agreement ~~that~~and ~~its~~the ~~common~~Consent ~~stock~~and ~~will~~Reaffirmation beare ~~quoted on~~ the ~~OTC~~direct ~~Pink~~result ~~Sheets~~of ~~following~~the ~~delisting,~~previously ~~but~~disclosed ~~there~~events isof nodefault ~~assurance~~under ~~that~~ the ~~Company's~~Essex ~~common~~Crane ~~stock~~Fourth ~~will~~Amended beand ~~quoted~~Restated onCredit ~~any~~Agreement ~~over-~~(the~~-counter~~ ~~market~~“Essex Crane Revolving Credit Facility”).

~~Upon~~Under ~~delisting~~the ~~from~~terms ~~Nasdaq,~~of the ~~Company~~Forbearance ~~intends~~Agreement, Essex Crane is permitted to ~~file~~request aadditional ~~Form~~revolving 15loans ~~with~~under the ~~SEC~~Essex Crane Revolving Credit Facility through the period ended April 30, 2016. In exchange, Essex Crane is required to ~~terminate~~continue to engage an asset disposition firm for the ~~registration~~purposes of ~~its~~marketing, ~~common~~selling ~~stock~~and ~~under~~disposing of the ~~Exchange~~Company's ~~Act~~non-core assets. At ~~such~~The ~~time~~sale of these non-core, or under-utilized, assets is not anticipated to have a significant impact on the Company's ~~periodic~~future ~~reporting~~rental ~~obligations~~revenue ~~under~~cash ~~Sections~~flow. 13Additionally, Essex Crane is required to continue to engage an investment banking firm for the purposes of preparing, marketing and ~~15(d)~~consummating strategic alternatives, including the sale of all, or substantially all, of the ~~Exchange~~assets ~~Act~~of Essex Crane. The Company cannot ensure that Essex Crane will be ~~suspended~~able to effect any such actions in a timely manner, ~~including~~on ~~its~~satisfactory ~~obligations~~terms, or at all, in which case, Essex Crane may need to ~~file~~seek ~~annual~~protection ~~reports~~from onits ~~Form~~creditors ~~10-K~~under applicable law or consider other restructuring and recapitalization transactions. The complete description of all terms and conditions is provided in the full text of the Forbearance Agreement, ~~quarterly~~which ~~reports~~is onfiled ~~Form~~as Exhibit 10-Q.1 ~~and~~to ~~current~~this ~~reports~~Current Report on Form 8-K and is incorporated herein by reference. The ~~Company,~~agent ~~however,~~and ~~intends~~lenders tohave ~~continue~~reserved toall ~~publicly~~of ~~disclose,~~their ~~through~~respective ~~press~~rights ~~releases,~~and ~~postings~~remedies onavailable ~~its~~under ~~website~~the ~~and~~Essex ~~through~~Crane ~~the~~Revolving ~~OTC~~Credit ~~Disclosure~~Facility and ~~News~~applicable ~~Service,~~law ~~periodic~~as ~~financial~~a ~~and~~result of the events of default or any other ~~information~~events ~~regarding~~of ~~the~~default ~~Company~~that may otherwise occur at any time.

AsSubject ~~previously~~to ~~disclosed, on August 4, 2015,~~ the ~~Company~~terms ~~received~~of ~~a letter from Nasdaq providing notification that~~ the ~~Company~~Forbearance ~~failed to meet the minimum $1.00 per share bid price requirement for continued listing on Nasdaq~~Agreement, ~~and that~~ the Company ~~had~~expects ~~until~~that ~~February 1, 2016, to regain compliance with such requirement before~~ it ~~was~~will ~~involuntarily~~be ~~delisted~~able ~~from~~to ~~Nasdaq. The~~continue ~~Company's Board of Directors unanimously determined~~ to ~~voluntarily~~use ~~delist from Nasdaq and deregister its common stock in light of~~ the ~~impending~~Essex ~~involuntary~~Crane ~~delisting~~Revolving ~~from~~Credit ~~Nasdaq~~Facility ~~and~~to ~~after~~fund ~~consideration~~operations ofduring the ~~advantages~~term ~~and disadvantages~~ of ~~being a company registered with~~ the ~~SEC~~Forbearance Agreement.

A copy of the press release, dated December 8, 2015, announcing the Company's intention to delist and deregister the Company's common stock is included as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press release, dated December 8, 2015
10.1		Fifth Forbearance Agreement, dated March 18, 2016, by and between Essex Crane Rental Corp., Wells Fargo Capital Finance LLC, as agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC and Medley Capital Corporation as lenders.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ESSEX RENTAL CORP.
Date: December 8, 2015	By:	/s/ Kory M. Glen
Date: March 22, 2016	By:	/s/ Kory M. Glen
		Name: Kory M. Glen
		Title: Chief Financial Officer

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