Omega Protein (OME) Form 4 OMEGA PROTEIN / Gregory P Toups ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Toups Gregory P

(Last) (First) (Middle)

2105 CITY WEST BOULEVARD

SUITE 500

(Street)

HOUSTON TX 77042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OMEGA PROTEIN CORP [ OME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP Ch Acct Officer & Controlle

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	08/05/2015		M		3,334	A	$4.65	32,399	D
Common Stock(1)	08/05/2015		S		3,334	D	$14.57(2)(3)	29,065	D
Common Stock(1)	08/06/2015		M		10,000	A	$4.65	39,065	D
Common Stock(1)	08/06/2015		S		10,000	D	$15.14(3)(4)	29,065	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)(1)	$4.65	08/05/2015		M			3,334	01/04/2011	01/04/2020	Common Stock	3,334	$0.00	30,000	D
Stock Option (right to buy)(1)	$4.65	08/06/2015		M			10,000	01/04/2011	01/04/2020	Common Stock	10,000	$0.00	20,000	D

Explanation of Responses:

1. Stock Option exercised and shares sold automatically pursuant to Trading Plan (SEC Rule 10b5-1)

2. Value represents transactions with a weighted average sales price ranging from $14.50 to $14.65.

3. Full information regarding the number of shares purchased or sold at each separate price will be provided by the filer to the Commission staff, the issuer, or a security holder of the issuer upon request.

4. Value represents transactions with a weighted average sales price ranging from $14.90 to $15.46.

Remarks:

	Gregory P. Toups, by John D. Held, Attorney-in-Fact	08/07/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.