Page 10 of 14 – SEC Filing CUSIP No. 68210P107 13D/A Page 10 of 14
Item 1. Security and Issuer.
This Amendment No.8 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, as further amended by Amendment No. 5, filed on April 28, 2016, as
further amended by Amendment No. 6 filed on May 24, 2016 and as further amended by Amendment No. 7 filed on August
16, 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 3. Source and Amount of Funds or
Other Consideration.
Item 3 of the Schedule 13D is hereby amended by the addition
of the following:
The securities reported in this Schedule
13D/A as directly beneficially owned by the Wynnefield Reporting Persons were `acquired with funds of approximately $14,262,965.09
(including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting
Persons who directly beneficially own such securities.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition
of the following:
This Schedule 13D is filed by the Wynnefield
Reporting Person to report disposition of shares of the Common Stock which decreases its beneficial ownership (as such term is
defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer by more than 1% from the
amounts previously reported on Amendment No. 7 previously filed on August 16, 2016.
Item 5. Interest in Securities of the Issuer.
(a), (b) and (c)
As of August 26, 2016, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,060,983 shares of Common Stock,
constituting approximately 4.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported
as being beneficially owned by the Wynnefield Reporting Persons is based upon 22,305,073 shares outstanding as of July 29,
2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the
Commission on August 3, 2016.
The following table
sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons
listed below:
| CUSIP No. 68210P107 | 13D/A | Page 10 of 14 |
Item 1. Security and Issuer.
This Amendment No.8 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, as further amended by Amendment No. 5, filed on April 28, 2016, as
further amended by Amendment No. 6 filed on May 24, 2016 and as further amended by Amendment No. 7 filed on August
16, 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 3. Source and Amount of Funds or
Other Consideration.
Item 3 of the Schedule 13D is hereby amended by the addition
of the following:
The securities reported in this Schedule
13D/A as directly beneficially owned by the Wynnefield Reporting Persons were `acquired with funds of approximately $14,262,965.09
(including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting
Persons who directly beneficially own such securities.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended by the addition
of the following:
This Schedule 13D is filed by the Wynnefield
Reporting Person to report disposition of shares of the Common Stock which decreases its beneficial ownership (as such term is
defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer by more than 1% from the
amounts previously reported on Amendment No. 7 previously filed on August 16, 2016.
Item 5. Interest in Securities of the Issuer.
(a), (b) and (c)
As of August 26, 2016, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,060,983 shares of Common Stock,
constituting approximately 4.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported
as being beneficially owned by the Wynnefield Reporting Persons is based upon 22,305,073 shares outstanding as of July 29,
2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the
Commission on August 3, 2016.
The following table
sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons
listed below:
