Omega Protein Corp (OME): Wynnefield Capital Continues to Decrease Its Stake

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 8)

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, 26^th Floor

New York, New York 10019

(212) 541-6222

(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)

August 23, 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 ¨

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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 345,566                   (See Item 5)
	8	SHARED VOTING POWER 0                              (See Item 5)
	9	SOLE DISPOSITIVE POWER 345,566                    (See Item 5)
	10	SHARED DISPOSITIVE POWER 0                               (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 345,566               (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) 1.5%
14	TYPE OF REPORTING PERSON* PN

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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 577,464                   (See Item 5)
	8	SHARED VOTING POWER 0                               (See Item 5)
	9	SOLE DISPOSITIVE POWER 577,464                   (See Item 5)
	10	SHARED DISPOSITIVE POWER 0                               (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 577,464              (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) 2.6%
14	TYPE OF REPORTING PERSON*   PN

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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 52,953                   (See Item 5)
	8	SHARED VOTING POWER 0                              (See Item 5)
	9	SOLE DISPOSITIVE POWER 52,953                   (See Item 5)
	10	SHARED DISPOSITIVE POWER 0                               (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,953              (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) 0.2%
14	TYPE OF REPORTING PERSON*   CO

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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

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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 923,030                 (See Item 5)
	8	SHARED VOTING POWER 0                               (See Item 5)
	9	SOLE DISPOSITIVE POWER 923,030                 (See Item 5)
	10	SHARED DISPOSITIVE POWER 0                               (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 923,030            (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* OO

 

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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 52,953                   (See Item 5)
	8	SHARED VOTING POWER 0                               (See Item 5)
	9	SOLE DISPOSITIVE POWER 52,953                   (See Item 5)
	10	SHARED DISPOSITIVE POWER 0                               (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,953              (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) 0.2%
14	TYPE OF REPORTING PERSON*   CO

 

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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 1,060,983                 (See Item 5)
	9	SOLE DISPOSITIVE POWER 0                               (See Item 5)
	10	SHARED DISPOSITIVE POWER 1,060,983                 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,060,983            (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) 4.7%
14	TYPE OF REPORTING PERSON* IN

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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 1,060,983                 (See Item 5)
	9	SOLE DISPOSITIVE POWER 0                               (See Item 5)
	10	SHARED DISPOSITIVE POWER 1,060,983                (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,060,983            (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) 4.7%
14	TYPE OF REPORTING PERSON*   IN

CUSIP No. 68210P107

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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:

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Name		Number of Common Stock				Percentage of Outstanding Common Stock
Wynnefield Partners			345,566				1.5	%
Wynnenfield Partners I			577,464				2.6	%
Wynnefield Offshore			52,953				0.2	%
Plan			85,000				0.4	%

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.

WCI is the sole investment
manager of Wynnefield Offshore 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 Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each 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 WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.

The Plan is an employee profit sharing
plan. Messrs. Obus and Landes are the co-trustees of the Profit Sharing Plan and accordingly, 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 shares of Common Stock
that the Profit Sharing Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares
with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

Beneficial
ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the
Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange
Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have
formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may
be deemed to have shared voting and dispositive power over) 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.

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The filing of this Schedule 13D and any
future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM,
WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b)
of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM,
WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

The Wynnefield Reporting
Persons have acquired or sold shares of Common Stock since the filing of Amendment No. 7 on August 16, 2016 as follows:

Name		Transaction			Date			Number of Shares			Price Per Share
Wynnefield Partners		Sale			8/16/2016			4,483		$	24.45
Wynnefield Partners		Sale			8/17/2016			878		$	24.45
Wynnefield Partners		Sale			8/18/2016			5,090		$	24.47
Wynnefield Partners		Sale			8/19/2016			12,690		$	24.49
Wynnefield Partners		Sale			8/22/2016			17,712		$	24.48
Wynnefield Partners		Sale			8/23/2016			13,307		$	24.54
Wynnefield Partners		Sale			8/25/2016			24,356		$	25.15
Wynnefield Partners I		Sale			8/16/2016			7,054		$	24.45
Wynnefield Partners I		Sale			8/17/2016			1,378		$	24.45
Wynnefield Partners I		Sale			8/18/2016			7,296		$	24.47
Wynnefield Partners I		Sale			8/19/2016			19,916		$	24.49
Wynnefield Partners I		Sale			8/22/2016			27,793		$	24.48
Wynnefield Partners I		Sale			8/23/2016			20,889		$	24.54
Wynnefield Partners I		Sale			8/25/2016			38,201		$	25.15
Wynnefield Offshore		Sale			8/16/2016			2,803		$	24.45
Wynnefield Offshore		Sale			8/17/2016			548		$	24.45
Wynnefield Offshore		Sale			8/18/2016			7,339		$	24.47
Wynnefield Offshore		Sale			8/19/2016			7,924		$	24.49
Wynnefield Offshore		Sale			8/22/2016			11,066		$	24.48
Wynnefield Offshore		Sale			8/23/2016			8,304		$	24.54
Wynnefield Offshore		Sale			8/25/2016			15,182		$	25.15

(d) Not Applicable.

(e) On August 25,
2016 the Wynnefield Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Common Stock.

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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:  August 26, 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

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	WYNNEFIELD CAPITAL, INC.
	By:	/s/ Nelson Obus
		Nelson Obus, President
		/s/ Nelson Obus
		Nelson Obus, Individually
		/s/ Joshua Landes
		Joshua Landes, Individually