Form: 4

Statement of changes in beneficial ownership of securities

January 3, 2012

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 OF SECURITIES

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

(Print or Type Responses)
1. Name and Address of Reporting Person *
MacPherson Richard
  2. Issuer Name and Ticker or Trading Symbol
Midwest Energy Emissions Corp. [MEEC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
34 CEDARBANK TERRACE
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2011
(Street)

HALIFAX, A5 B3P 2TR
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/29/2011   S   57,971 (1) D $ 0.9035 21,780,221 I By 3253517 Nova Scotia Limited (2)
Common Stock 12/29/2011   S   57,971 (1) D $ 0.9035 21,722,250 I By 3253517 Nova Scotia Limited
Common Stock 12/30/2011   S   200,000 (3) D $ 0.9008 21,522,250 I By 3253517 Nova Scotia Limited
Common Stock 12/30/2011   S   54,945 (3) D $ 0.9008 21,467,305 I By 3253517 Nova Scotia Limited
Common Stock 01/03/2012   S   54,946 (3) D $ 0.9008 21,412,359 I By 3253517 Nova Scotia Limited

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MacPherson Richard
34 CEDARBANK TERRACE
HALIFAX, A5 B3P 2TR
  X   X   Senior Vice President  

Signatures

 /s/ Richard MacPherson   01/03/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On December 29, 2011, 3253517 Nova Scotia Limited effected a transfer of 57,971 and 57,971 shares of common stock to two purchasers in private sales transactions for consideration consisting of cancellation of loans previously made by such purchasers to the Reporting Person, on behalf of 3253517 Nova Scotia Limited.
(2) The Reporting Person is the controlling principal of 3253517 Nova Scotia Limited.
(3) 3253517 Nova Scotia Limited sold 200,000 and 54,945 shares of common stock to two purchasers on December 30, 2011, and 54,946 shares of common stock to one purchaser on January 3, 2012, in private sales transactions for cash consideration.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.