| 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 |
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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol OMEGA PROTEIN CORP [ OME ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/19/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/19/2017 | D | 17,901(1) | D | $22(2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Options (right to buy) | $7.74 | 12/19/2017 | D | 14,200 | (2)(3) | 04/01/2022 | Common Stock | 14,200 | $14.26 | 0 | D | ||||
| Stock Options (right to buy) | $6.53 | 12/19/2017 | D | 10,000 | (2)(3) | 06/21/2022 | Common Stock | 10,000 | $15.47 | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes shares of common stock (the "Common Stock") of Omega Protein Corporation (the "Company") held by the Reporting Person and awards of shares of restricted Common Stock previously granted, 3,374 shares of which vested immediately prior to the Effective Time (as defined below). |
| 2. On December 19, 2017, pursuant to the Agreement and Plan of Merger dated as of October 5, 2017 (the "Merger Agreement"), by and among the Company, Cooke Inc. ("Cooke") and Alpha MergerSub, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger") with the Company continuing as the surviving entity and a wholly-owned indirect subsidiary of Cooke. Pursuant to the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically cancelled and converted into the right to the receive $22.00 in cash (the "Merger Consideration"), less any required tax withholding. |
| 3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding stock option of the Company, whether or not exercisable, was converted into the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration payable in respect of a share of Common Stock over the applicable per share exercise price of such option, less any required tax withholding. Upon delivery to the Company by the Reporting Person of an Option Surrender Agreement, each outstanding stock option of the Company held by the Reporting Person was surrendered and canceled. |
| Remarks: |
| /s/ David W. Wehlmann, by John D. Held, Attorney-in-Fact | 12/21/2017 | |
| ** 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. | ||
