13D Filing: Radoff Bradley Louis and Omega Protein Corp (OME)

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates
to the Common Stock, $0.01 par value per share (the “Shares”), of Omega Protein Corporation, a Nevada corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is 2105 City West Blvd., Suite 500, Houston,
Texas 77042.

Item 2.

Identity and Background.

(a)       This
statement is filed by:

(i)

BLR Partners LP, a Texas limited partnership (“BLR Partners”);

(ii)

BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general partner of BLR Partners;

(iii)

BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of BLRPart GP;

(iv)

Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves as the investment manager of BLR Partners;

(v)

FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren Management;

(vi)

The Radoff Family Foundation, a Texas non-profit corporation (“Radoff Foundation”);

(vii)

Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation; and

(viii)

Joshua E. Schechter.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP, Radoff Foundation and Mr.
Radoff is 1177 West Loop South, Suite 1625, Houston, Texas 77027. The address of the principal office of Mr. Schechter is 302 South
Mansfield Avenue, Los Angeles, California 90036. The officers and directors of Radoff Foundation and their principal occupations
and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The
principal business of BLR Partners is investing in securities. The principal business of BLRPart GP is serving as the general partner
of BLR Partners. The principal business of BLRGP is serving as the general partner of BLRPart GP. The principal business of Fondren
Management is serving as the investment manager of BLR Partners. The principal business of FMLP is serving as the general partner
of Fondren Management. The principal business of Radoff Foundation is serving charitable purposes. The principal occupation of
Mr. Radoff is serving as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation.
The principal occupation of Mr. Schechter is a private investor.