UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Bennett Environmental Inc.


(Name of Issuer)

 

 

Common Stock


(Title of Class of Securities)

081906109


(CUSIP Number)

November 30, 2006


Date of Event Which Requires Filing of the Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o                                    Rule 13d-1(b)

x                                  Rule 13d-1(c)

o                                    Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP NO. 081906109

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Trigran Investments, Inc.

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)           x

 

 

3.

 

SEC USE ONLY

 

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois company

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

 

6.

 

SHARED VOTING POWER

0

 

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

 

8.

 

SHARED DISPOSITIVE POWER

0

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES   o

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0% as of the date of this filing

 

 

12.

 

TYPE OF REPORTING PERSON

CO

 

 

2




CUSIP NO. 081906109

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Douglas Granat

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)           x

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

0

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

0

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES   o

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0% as of the date of this filing

 

12.

 

TYPE OF REPORTING PERSON

                   IN

 

3




CUSIP NO. 081906109

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Lawrence A. Oberman

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)           x

 

 

3.

 

SEC USE ONLY

 

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

 

6.

 

SHARED VOTING POWER

0

 

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

 

8.

 

SHARED DISPOSITIVE POWER

0

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES   o

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

 

 

12.

 

TYPE OF REPORTING PERSON

 IN                                          

 

 

4




 

 

 

Item 1(a)

Name of Issuer: Bennett Environmental Inc.

 

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

1540 Cornwall Road, Suite 208

Oakville, Ontario L6J 7W5 Canada

Item 2(a)

Name of Person Filing

Item 2(b)

Address of Principal Business Office

Item 2(c)

Citizenship

 

Trigran Investments, Inc.

3201 Old Glenview Road, Suite 235

Wilmette, Illinois 60091

Illinois company

Douglas Granat

3201 Old Glenview Road, Suite 235

Wilmette, Illinois 60091

U.S. Citizen

Lawrence A. Oberman

3201 Old Glenview Road, Suite 235

Wilmette, Illinois 60091

U.S. Citizen

 

2(d)

 

Title of Class of Securities:

 

Common Stock, no par value per share

2(e)

 

CUSIP Number:   081906109

               

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)                                  [__]         Broker or dealer registered under Section 15 of the Exchange Act;

(b)                                 [__]         Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)                                  [__]         Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)                                 [__]         Investment company registered under Section 8 of the Investment Company Act;

(e)                                  [__]         An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

5




 

 

(f)                                    [__]         An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)                                 [__]         A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)                                 [__]         A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)                                     [__]         A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)                                     [__]         Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. o

Item 4                     Ownership:

TRIGRAN INVESTMENTS, INC.

DOUGLAS GRANAT

LAWRENCE A. OBERMAN

(a)           Amount beneficially owned:

0 shares of Common Stock

(b)           Percent of Class:

0% as of the date of this filing

(c)           Number of shares as to which such person has:

(i)                                     sole power to vote or to direct the vote:

0

(ii)                                  shared power to vote or to direct the vote:

0

(iii)                               sole power to dispose or to direct the disposition of:

0

(iv)                              shared power to dispose or to direct the disposition of:

0

6




 

 

 

Item 5

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X).

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not Applicable.

Item 8

Identification and Classification of Members of the Group:

 

Not Applicable.

Item 9

Notice of Dissolution of Group:

 

Not Applicable.

Item 10

Identification and Classification of Members of the Group:

 

Item    Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

7




 

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 1st day of December, 2006

 

TRIGRAN INVESTMENTS, INC.

 

 

By:

/s/ Lawrence A. Oberman

 

Name:

Lawrence A. Oberman

Its:

Executive Vice President

 

    /s/Lawrence A. Oberman

 

Lawrence A. Oberman

 

 

 

    /s/Douglas Granat

 

Douglas Granat

 

 

8




 

 

 

INDEX TO EXHIBITS

 

 

PAGE

 

 

 

 

EXHIBIT 1:  Agreement to Make a Joint Filing

10

 

 

9