UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Heritage-Crystal Clean, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 42726M106
Date of Event Which Requires Filing of this Statement: 12/31/2012
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
[X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] 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).
CUSIP No.: 42726M106
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Janus Capital Management LLC EIN #75-3019302
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,393,948**
6. SHARED VOTING POWER -0-
7. SOLE DISPOSITIVE POWER 1,393,948**
8. SHARED DISPOSITIVE POWER -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,393,948**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7%**
12. TYPE OF REPORTING PERSON IA, HC ** See Item 4 of this filing
CUSIP No.: 42726M106
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON Janus Venture Fund 84-0964425
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,190,460**
6. SHARED VOTING POWER -0-
7. SOLE DISPOSITIVE POWER 1,190,460**
8. SHARED DISPOSITIVE POWER -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,190,460**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%**
12. TYPE OF REPORTING PERSON IV
** See Item 4 of this filing
Item 1. (a). Name of Issuer: Heritage-Crystal Clean, Inc.
("Heritage-Crystal Clean")
(b). Address of Issuer's Principal Executive Offices:
2175 Point Boulevard, Suite 375 Elgin, IL 60123
Item 2. (a).-(c). Name, Principal Business Address, and Citizenship of
Persons Filing:
(1) Janus Capital Management LLC ("Janus Capital") 151 Detroit Street
Denver, Colorado 80206 Citizenship: Delaware
(2) Janus Venture Fund 151 Detroit Street Denver, Colorado 80206
Citizenship: Massachusetts
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 42726M106
Item 3.
This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and the
person filing, Janus Capital, is an investment adviser in accordance
with Section 240.13d-1(b)(ii)(E) as well as a parent holding
company/control person in accordance with Section 240.13d-1(b)(ii)(G).
See Item 4 for additional information.
Janus Venture Fund is an investment company registered under Section 8
of the Investment Company Act of 1940.
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page(s) on
Schedule 13G is hereby incorporated by reference.
Janus Capital has a direct 95.67% ownership stake in INTECH Investment
Management ("INTECH") and a direct 77.8% ownership stake in Perkins
Investment Management LLC ("Perkins"). Due to the above ownership
structure, holdings for Janus Capital, Perkins and INTECH are aggregated
for purposes of this filing. Janus Capital, Perkins and INTECH are
registered investment advisers, each furnishing investment advice to
various investment companies registered under Section 8 of the
Investment Company Act of 1940 and to individual and institutional
clients (collectively referred to herein as "Managed Portfolios").
As a result of its role as investment adviser or sub-adviser to the
Managed Portfolios, Janus Capital may be deemed to be the beneficial
owner of 1,393,948 shares or 7.7% of the shares outstanding of
Heritage-Crystal Clean Common Stock held by such Managed Portfolios.
However, Janus Capital does not have the right to receive any dividends
from, or the proceeds from the sale of, the securities held in the
Managed Portfolios and disclaims any ownership associated with such
rights.
Janus Venture Fund is an investment company registered under the
Investment Company Act of 1940 and is one of the Managed Portfolios to
which Janus Capital provides investment advice.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The Managed Portfolios, set forth in Item 4 above, have the right to
receive all dividends from, and the proceeds from the sale of, the
securities held in their respective accounts.
The interest of one person, Janus Venture Fund, an investment company
registered under the Investment Company Act of 1940, in Heritage-Crystal
Clean Common Stock amounted to 1,190,460 shares or 6.6% of the total
outstanding Common Stock.
These shares were acquired in the ordinary course of business, and not
with the purpose of changing or influencing control of the Issuer.
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. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
SIGNATURES
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.
JANUS CAPITAL MANAGEMENT LLC
By /s/ David R. Kowalski 2/14/2013 David R. Kowalski,
Date Senior Vice President & CCO
JANUS VENTURE FUND
By /s/ David R. Kowalski 2/14/2013 David R. Kowalski,
Date Senior Vice President & CCO
EXHIBIT A JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock of Heritage-Crystal Clean,
Inc. and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filings. In evidence thereof, the undersigned
hereby execute this Agreement as of the 14th day of February, 2013.
JANUS CAPITAL MANAGEMENT LLC
By /s/ David R. Kowalski David R. Kowalski, Senior Vice President & CCO
JANUS VENTURE FUND
By /s/ David R. Kowalski David R. Kowalski, Senior Vice President & CCO