Filing Details
- Accession Number:
- 0001144204-16-104454
- Form Type:
- 13D Filing
- Publication Date:
- 2016-05-24 15:24:04
- Filed By:
- Wynnefield Capital
- Company:
- Omega Protein Corp (NYSE:OME)
- Filing Date:
- 2016-05-24
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Wynnefield Partners Small Cap Value | 562,140 | 0 | 562,140 | 0 | 562,140 | 2.5% |
| Wynnefield Partners Small Cap Value | 917,186 | 0 | 917,186 | 0 | 917,186 | 4.1% |
| Wynnefield Small Cap Value Offshore Fund, Ltd. (No | 188,310 | 0 | 188,310 | 0 | 188,310 | 0.9% |
| Wynnefield Capital, Inc. Profit Sharing Money Purchase Plan | 85,000 | 0 | 85,000 | 0 | 85,000 | 0.4% |
| Wynnefield Capital Management | 1,479,326 | 0 | 1,479,326 | 0 | 1,479,326 | 6.6% |
| Wynnefield Capital, Inc. 13-3688495 | 188,310 | 0 | 188,310 | 0 | 188,310 | 0.9% |
| Nelson Obus | 0 | 1,752,636 | 0 | 1,752,636 | 1,752,636 | 7.9% |
| Joshua Landes | 0 | 1,752,636 | 0 | 1,752,636 | 1,752,636 | 7.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 6)
Under the Securities Exchange Act of 1934
OMEGA PROTEIN CORPORATION
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Name of Issuer)
Common Stock, $0.01 par value
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(Title of Class of Securities)
68210P107
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(CUSIP Number)
| Wynnefield Partners Small Cap Value, L.P. 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus
|
| Copy to: Jeffrey S. Tullman, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor New York, New York 10019 (212) 541-6222 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 20, 2016
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
(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 which 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 [ ]
| CUSIP No. 68210P107 | 13D/A | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. 13-3688497
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS*
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
562,140 (See Item 5) | |
| 8 | SHARED VOTING POWER
0 (See Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER
562,140 (See Item 5) | ||
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,140 (See Item 5) | ||
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | ||
| 14
| TYPE OF REPORTING PERSON* PN
| ||
| CUSIP No. 68210P107 | 13D/A | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Partners Small Cap Value, L.P. I 13-3953291
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS*
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
917,186 (See Item 5) | |
| 8 | SHARED VOTING POWER
0 (See Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER
917,186 (See Item 5) | ||
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
917,186 (See Item 5) | ||
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1% | ||
| 14
| TYPE OF REPORTING PERSON* PN
| ||
| CUSIP No. 68210P107 | 13D/A | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS*
WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
188,310 (See Item 5) | |
| 8 | SHARED VOTING POWER
0 (See Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER
188,310 (See Item 5) | ||
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,310 (See Item 5) | ||
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] | ||
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% | ||
| 14
| TYPE OF REPORTING PERSON* CO
| ||
| CUSIP No. 68210P107 | 13D/A | Page 5 of 12 |
1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS*
N/A | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
85,000 (See Item 5) | |
| 8 | SHARED VOTING POWER
0 (See Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER
85,000 (See Item 5) | ||
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,000 (See Item 5) | ||
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% | ||
| 14
| TYPE OF REPORTING PERSON* EP
| ||
| CUSIP No. 68210P107 | 13D/A | Page 6 of 12 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital Management, LLC 13-4018186 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS*
N/A | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
1,479,326 (See Item 5) | |
| 8 | SHARED VOTING POWER
0 (See Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER
1,479,326 (See Item 5) | ||
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,479,326 (See Item 5) | ||
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6% | ||
| 14
| TYPE OF REPORTING PERSON* OO
| ||
| CUSIP No. 68210P107 | 13D/A | Page 7 of 12 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wynnefield Capital, Inc. 13-3688495 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS*
N/A | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
188,310 (See Item 5) | |
| 8 | SHARED VOTING POWER
0 (See Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER
188,310 (See Item 5) | ||
| 10 | SHARED DISPOSITIVE POWER
0 (See Item 5) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,310 (See Item 5) | ||
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9% | ||
| 14
| TYPE OF REPORTING PERSON* CO
| ||
| CUSIP No. 68210P107 | 13D/A | Page 8 of 12 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Obus | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS*
N/A | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) | |
| 8 | SHARED VOTING POWER
1,752,636 (See Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | ||
| 10 | SHARED DISPOSITIVE POWER
1,752,636 (See Item 5) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,636 (See Item 5) | ||
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] | ||
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9% | ||
| 14
| TYPE OF REPORTING PERSON*
IN
| ||
| CUSIP No. 68210P107 | 13D/A | Page 9 of 12 |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Landes | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ] | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS*
N/A | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ] | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
| ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 (See Item 5) | |
| 8 | SHARED VOTING POWER
1,752,636 (See Item 5) | ||
| 9 | SOLE DISPOSITIVE POWER
0 (See Item 5) | ||
| 10 | SHARED DISPOSITIVE POWER
1,752,636 (See Item 5) | ||
| 11
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,636 (See Item 5) | ||
| 12
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] | ||
| 13
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9% | ||
| 14
| TYPE OF REPORTING PERSON* IN
| ||
| CUSIP No. 68210P107 | 13D/A | Page 10 of 12 |
Item 1. Security and Issuer.
This Amendment No. 6 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2015 and as amended by Amendment No. 1, filed on October 8, 2015, as further amended by Amendment No. 2, filed on November 17, 2015, as further amended by Amendment No. 3, filed on March 1, 2016, as further amended by Amendment No. 4, filed on March 30, 2016, and as further amended by Amendment No. 5, filed on April 28, 2016 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.01 par value per share (the “Common Stock”) of Omega Protein Corporation, a Nevada corporation (the “Issuer”). The Issuer maintains its principal executive office at 2105 City West Blvd., Suite 500, Houston, Texas 77042. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On May 20, 2016, the Wynnefield Reporting Persons filed a preliminary proxy statement regarding the election of Michael N. Christodolou and David H. Clarke (the “Nominees”) as directors to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”). On May 24, 2016 the Wynnefield Group filed with the Commission Amendment No. 1 to its preliminary proxy statement.
The Wynnefield Reporting Persons intend to solicit proxies for the Nominees, and intend to prepare, file and mail a definitive proxy statement in connection with such solicitation with respect to the Annual Meeting or any other meeting at which directors may be elected.
| CUSIP No. 68210P107 | 13D/A | Page 11 of 12 |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
Dated: May 24, 2016
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I | ||
| By: | Wynnefield Capital Management, LLC, | |
| its General Partner | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, Co-Managing Member | ||
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. | ||
| By: | Wynnefield Capital Management, LLC, | |
| its General Partner | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, Co-Managing Member | ||
| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. | ||
| By: | Wynnefield Capital, Inc., | |
| its Investment Manager | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, President | ||
| WYNNEFIELD CAPITAL, INC. PROFIT SHARING & MONEY PURCHASE PLAN | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, Co-Trustee | ||
| WYNNEFIELD CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, Co-Managing Member | ||
| CUSIP No. 68210P107 | 13D/A | Page 12 of 12 |
| WYNNEFIELD CAPITAL, INC. | ||
| By: | /s/ Nelson Obus | |
| Nelson Obus, President | ||
| /s/ Nelson Obus | ||
| Nelson Obus, Individually | ||
| /s/ Joshua Landes | ||
| Joshua Landes, Individually | ||