CLEAN HARBORS INC — Major Shareholding Notification 2015

Feb 5, 2015

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

*Under the Securities Exchange Act of 1934 (Amendment No. 2)**

*Clean Harbors, Inc.*

(Name of Issuer)

*Common Stock, $0.01 par value*

(Title of Class of Securities)

*436440101*

(CUSIP Number)

*Ralph V. Whitworth Relational Investors, LLC 12400 High Bluff Drive, Suite 600 San Diego, CA 92130 (858) 704-3333*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*February 3, 2015*

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• 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).

SEQ.=1,FOLIO='',FILE='C:\JMS\108184\15-3800-1\task7180900\3800-1-ba.htm',USER='108184',CD='Feb 6 02:45 2015'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, LLC — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 3,521,225
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 3,521,225
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,521,225
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.87%
14.	Type of Reporting Person (See Instructions) IA/HC/OO

2

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors Mid-Cap Fund I, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 707,949
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 707,949
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 707,949
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 1.18%
14.	Type of Reporting Person (See Instructions) PN

3

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors Mid-Cap Fund II, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 955,090
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 955,090
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 955,090
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 1.59%
14.	Type of Reporting Person (See Instructions) PN

4

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 10,670
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 10,670
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,670
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.02%
14.	Type of Reporting Person (See Instructions) PN

5

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 105,906
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 105,906
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 105,906
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.18%
14.	Type of Reporting Person (See Instructions) PN

6

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors IX, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 135,859
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 135,859
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 135,859
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.23%
14.	Type of Reporting Person (See Instructions) PN

7

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XV, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 112,434
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 112,434
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 112,434
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.19%
14.	Type of Reporting Person (See Instructions) PN

8

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XVI, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 57,140
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 57,140
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 57,140
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.10%
14.	Type of Reporting Person (See Instructions) PN

9

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XX, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 101,344
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 101,344
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 101,344
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.17%
14.	Type of Reporting Person (See Instructions) PN

10

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXIII, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 141,950
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 141,950
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 141,950
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.24%
14.	Type of Reporting Person (See Instructions) PN

11

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXIV, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 17,537
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 17,537
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 17,537
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.03%
14.	Type of Reporting Person (See Instructions) PN

12

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P. — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC/OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 94,294
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 94,294
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 94,294
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.16%
14.	Type of Reporting Person (See Instructions) PN

13

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) NA
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power -0-
	8.	Shared Voting Power 3,521,225
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 3,521,225
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,521,225
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.87%
14.	Type of Reporting Person (See Instructions) IN

14

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2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder — Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions) NA
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power -0-
	8.	Shared Voting Power 3,521,225
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 3,521,225
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,521,225
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 5.87%
14.	Type of Reporting Person (See Instructions) IN

15

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SET mrlNoTableShading Item 1. Security and Issuer

This Schedule 13D/A constitutes the second amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “ SEC ”) on April 24, 2014 and amended by Amendment No. 1 filed by the Reporting Persons with the SEC on January 26, 2015 (the “ Statement ”) with respect to the common stock, $0.01par value (the “ Shares ”), of Clean Harbors, Inc. (the “ Issuer ” or the “ Company ”). Except as specifically amended by this Schedule 13D/A, the Statement remains in full force and effect.

Item 3. Source and Amount of Funds or Other Consideration

RILLC and the Managed Accounts purchased an aggregate of 1,081,052 Shares for a total consideration (including brokerage commissions) of $60 million derived from capital of RILLC and the Managed Accounts.

The Relational LPs purchased an aggregate of 2,440,173 Shares for total consideration (including brokerage commissions) of $137.6 million derived from the capital of the Relational LPs.

16

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Item 5. Interest in Securities of the Issuer

(a) As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 3,521,225 Shares, constituting 5.87% of the outstanding Shares. The percentage of Shares owned is based upon 59,947,558 Shares outstanding on November 3, 2014, as set forth in the Issuer’s Form 10-Q for the quarter ended September 30, 2014. The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES	VOTING AND DISPOSITIVE POWER
RILLC	1,081,052	1.80 %	Sole
MC I	707,949	1.18 %	Sole
MC II	955,090	1.59 %	Sole
RFP	10,670	0.02 %	Sole
RCP	105,906	0.18 %	Sole
RI IX	135,859	0.23 %	Sole
RI XV	112,434	0.19 %	Sole
RI XVI	57,140	0.10 %	Sole
RI XX	101,344	0.17 %	Sole
RI XXIII	141,950	0.24 %	Sole
RI XXIV	17,537	0.03 %	Sole
RH 1	94,294	0.16 %	Sole

SET mrlNoTableShading RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 1,081,052 Shares that are owned by it and the Managed Accounts. Additionally, RILLC, as the sole general partner, or sole managing member of the general partner, of each of the Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 2,440,173 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares.

Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to share indirect beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares for all other purposes.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

(b) See item (a) above.

(c) Except as set forth in Exhibit A to this Statement, none of the Reporting Persons has effected any transactions in the Shares during the past sixty days not previously reported.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.

(e) Not applicable.

SET mrlNoTableShading Item 7. Material to Be Filed as Exhibits

The following Exhibits are filed herewith:

SET mrlHTMLTableCenter SET mrlNoTableShading Exhibit A – Information concerning transactions in the Shares effected by the Reporting Persons in the last 60 days not previously reported.

17

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*Signature*

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

Dated: February 5, 2015

RELATIONAL INVESTORS MID-CAP FUND I, L.P. RELATIONAL INVESTORS MID-CAP FUND II, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL INVESTORS IX, L.P. RELATIONAL INVESTORS XV, L.P. RELATIONAL INVESTORS XVI, L.P. RELATIONAL INVESTORS XX, L.P. RELATIONAL INVESTORS XXIII, L.P. RELATIONAL INVESTORS XXIV, L.P. RH FUND 1, L.P.

By:
as general partner to each,
By:	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
RELATIONAL INVESTORS, LLC
By:	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
/s/ Ralph V. Whitworth
Ralph V. Whitworth
/s/ David H. Batchelder
David H. Batchelder

18

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