13D Filing: Wynnefield Partners Small Cap Value Lp I and Omega Protein Corp (OME)

In the event any of the Nominees shall
be unable to serve for any reason, the Wynnefield Reporting Persons reserve the right to select a replacement Nominee. Additionally,
in the event the Issuer purports to increase the number of directors serving on the Board or otherwise increases the number of
directors to be elected at the Annual Meeting, the Wynnefield Reporting Persons reserve the right to nominate additional persons
as directors to fill any vacancies created by the increase or to fill any additional positions on the Board which the Issuer’s
stockholders shall vote on at the Annual Meeting.

Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans,
proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item
4 of the Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis,
and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board
of Directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including,
without limitation, the Issuer’s financial position, the price levels of the Common Stock, conditions in the securities markets
and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect
to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Stock, selling
Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other
action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect
to any and all matters referred to in paragraphs (a) through (j) of Item 4.

Item 5. Interest in Securities of the Issuer.

Item
5 of the Schedule 13D is hereby amended and restated as follows:

(a), (b) and (c) As
of February 23, 2015, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,490,494 shares of Common Stock, constituting
approximately 6.7% 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 22,246,157 shares outstanding as of October 30, 2015, as set forth in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Commission on November 4,
2015.

The following table
sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons
listed below:

WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.