Page 10 of 16 SEC Filing
| CUSIP No. 68210P107 | 13D/A | Page 10 of 16 |
Item 1. Security and Issuer.
This Amendment No. 3 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 and as further amended by Amendment No. 2, filed
on November 17, 2015 (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 $17,042,857 (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:
On February 23, 2016, the Wynnefield Reporting
Persons delivered a letter to the Issuer notifying it that the Wynnefield Reporting Persons intend to nominate and seek to elect
Michael N. Christodolou, David H. Clarke and James L. Sherbert, Jr. (each, “Nominee” and collectively, the “Nominees”)
as members of the Issuer’s Board of Directors (the “Board”) at the 2016 Annual Meeting of Stockholders (the “Annual
Meeting”).
The Wynnefield Reporting Persons feel they
have been forced to take the step of proposing these three qualified and independent Nominees for election at the Annual Meeting
as a last resort to protect the capital of the Issuer and interests of all of the Issuer’s stockholders. The Wynnefield Reporting
Persons have previously expressed their concerns with the Issuer’s misdirected allocation of over $160 million of capital
into human nutrition businesses forgoing numerous opportunities in their core business or returning capital to stockholders.
The Wynnefield Reporting Persons have further criticized the Board’s adoption of corporate governance practices specifically
designed to inhibit stockholder democracy.
In July 2015, the Wynnefield
Reporting Persons recommended that the Issuer’s Board conduct a thorough review of what the Wynnefield Reporting Persons
consider to be a gross misallocation of $160 million of capital towards the Issuer’s ill-advised adventure into human nutrition
and strongly urged the Issuer to evaluate what its stockholders might receive in an auction for its animal nutrition business given
the generous July 2015 prices paid by global consolidators for regional competitors like Omega Protein. In response, the Issuer
announced on September 25, 2015 that the Board was commencing a “process of a review of strategic alternatives to enhance
shareholder value” advised by J.P. Morgan Securities, LLC.
