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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

H&E Equipment Services, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
404030 10 8
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)

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

     o Rule 13d-1(b)

     o Rule 13d-1(c)

     þ 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 the disclosures provided in a prior cover page.

The information required in 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).

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.

 
 

Table of Contents

                     
CUSIP No.
  
55402X-10-5 
   Page  
2 
   of   
5 

 

           
1   NAMES OF REPORTING PERSONS:
Bruckmann, Rosser, Sherrill & Co. II, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    13-4060755
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   9,314,278
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   9,314,278
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  9,314,278
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  24.4%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN

 

TABLE OF CONTENTS

Item 1(a).Name of Issuer
Item 1(b).Address of Issuer’s Principal Executive Offices
Item 2(a).Name of Person Filing
Item 2(b).Address of Principal Business Office or, if None, Residence
Item 2(c).Citizenship
Item 2(d).Title of Class of Securities
Item 2(e)CUSIP Number
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a
Item 4. Ownership
Item 5. Ownership of Five Percent or Less of a Class
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certifications
SIGNATURE

Table of Contents

                     
CUSIP No.
  
55402X-10-5 
   Page  
3 
   of   
5 
Item 1(a). Name of Issuer:
H&E Equipment Services, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
11100 Mead Road, Suite 200
Baton Rogue, Louisiana 70816
Item 2(a). Name of Person Filing:
Bruckmann, Rosser, Sherrill & Co. II, L.P.
Item 2(b). Address of Principal Business Office or, if None, Residence:
126 East 56th Street
New York, NY 10022
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number:
404030 10 8
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
             
 
  (a)   o   Broker or dealer registered under Section 15 of the Act.
 
            
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act.
 
            
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act.
 
            
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940.
 
            
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
            
 
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
            
 
  (g)   o   A parent holding company or control person in accordance with §240.13d 1(b)(1)(ii)(G);
 
            
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
            
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
            

 

Table of Contents

                     
CUSIP No.
  
55402X-10-5 
   Page  
4 
   of   
5 
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
     Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)   Amount beneficially owned:
9,314,278
 
  (b)   Percent of class:
24.4%
 
  (c)   Number of shares as to which such person has:
  (i)   Sole power to vote or to direct the vote
9,314,278
 
  (ii)   Shared power to vote or to direct the vote
0
 
  (iii)   Sole power to dispose or to direct the disposition of
9,314,278
 
  (iv)   Shared power to dispose or to direct the disposition of
0
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 [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
N/A

 

Table of Contents

                     
CUSIP No.
  
55402X-10-5 
   Page  
5 
   of   
5 
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.
         
 
      BRUCKMANN, ROSSER, SHERRILL & CO.
II, L.P., by its General Partner, BRSE, L.L.C.
 
        
 
  By:   /s/ Paul Kaminski 
 
       
 
      Name: Paul Kaminski
 
      Title: Member
Dated: February 12, 2007
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)