Omega Protein Corporation
OMEGA PROTEIN CORP (Form: SC 13D, Received: 08/28/2017 10:30:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  ) 1

Omega Protein Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

68210P107

(CUSIP Number)

GREG LEMPEL

1177 West Loop South, Suite 1625

Houston, Texas 77027

713-482-2196

 

 

STEVE WOLOSKY

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 18, 2017

(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 that 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 ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

 

CUSIP NO. 68210P107

  1   NAME OF REPORTING PERSON  
         
        BLR Partners LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,275,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,275,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,275,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.7%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP NO. 68210P107

  1   NAME OF REPORTING PERSON  
         
        BLRPart, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,275,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,275,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,275,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.7%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP NO. 68210P107

 

  1   NAME OF REPORTING PERSON  
         
        BLRGP Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,275,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,275,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,275,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.7%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

4

CUSIP NO. 68210P107

 

  1   NAME OF REPORTING PERSON  
         
        Fondren Management, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,275,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,275,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,275,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.7%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

CUSIP NO. 68210P107

 

  1   NAME OF REPORTING PERSON  
         
        FMLP Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,275,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,275,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,275,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.7%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

6

CUSIP NO. 68210P107

 

  1   NAME OF REPORTING PERSON  
         
        The Radoff Family Foundation  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         20,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          20,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        20,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

7

CUSIP NO. 68210P107

 

  1   NAME OF REPORTING PERSON  
         
        Bradley L. Radoff  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,295,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,295,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,295,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

8

CUSIP NO. 68210P107

 

  1   NAME OF REPORTING PERSON  
         
        Joshua E. Schechter  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         42,500  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         573  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          42,500  
    10   SHARED DISPOSITIVE POWER  
           
          573  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        43,073*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

 

* Includes 573 Shares directly owned by Mr. Schechter’s spouse that Mr. Schechter may be deemed to beneficially own.

9

CUSIP NO. 68210P107

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1. Security and Issuer.

 

This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Omega Protein Corporation, a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2105 City West Blvd., Suite 500, Houston, Texas 77042.

Item 2. Identity and Background.

(a)       This statement is filed by:

(i) BLR Partners LP, a Texas limited partnership (“BLR Partners”);
(ii) BLRPart, LP, a Texas limited partnership (“BLRPart GP”), which serves as the general partner of BLR Partners;
(iii) BLRGP Inc., a Texas S corporation (“BLRGP”), which serves as the general partner of BLRPart GP;
(iv) Fondren Management, LP, a Texas limited partnership (“Fondren Management”), which serves as the investment manager of BLR Partners;
(v) FMLP Inc., a Texas S corporation (“FMLP”), which serves as the general partner of Fondren Management;
(vi) The Radoff Family Foundation, a Texas non-profit corporation (“Radoff Foundation”);
(vii) Bradley L. Radoff, who serves as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation; and
(viii) Joshua E. Schechter.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of BLR Partners, BLRPart GP, BLRGP, Fondren Management, FMLP, Radoff Foundation and Mr. Radoff is 1177 West Loop South, Suite 1625, Houston, Texas 77027. The address of the principal office of Mr. Schechter is 302 South Mansfield Avenue, Los Angeles, California 90036. The officers and directors of Radoff Foundation and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

(c)       The principal business of BLR Partners is investing in securities. The principal business of BLRPart GP is serving as the general partner of BLR Partners. The principal business of BLRGP is serving as the general partner of BLRPart GP. The principal business of Fondren Management is serving as the investment manager of BLR Partners. The principal business of FMLP is serving as the general partner of Fondren Management. The principal business of Radoff Foundation is serving charitable purposes. The principal occupation of Mr. Radoff is serving as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation. The principal occupation of Mr. Schechter is a private investor.

10

CUSIP NO. 68210P107

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Radoff and Schechter are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

Item 3. Source and Amount of Funds or Other Consideration .

The Shares purchased by BLR Partners and Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,275,000 Shares owned directly by BLR Partners is approximately $20,685,257, including brokerage commissions. The aggregate purchase price of the 20,000 Shares owned directly by Radoff Foundation is approximately $317,599, including brokerage commissions.

The Shares beneficially owned by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 43,073 Shares beneficially owned by Mr. Schechter, including the 573 Shares directly owned by his spouse, is approximately $709,835, including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have engaged and intend to continue to engage in discussions with the Issuer’s management and board of directors (the “Board”) regarding means to maximize shareholder value through a sale of the Issuer, improved capital allocation and enhanced corporate governance. The Reporting Persons have engaged Antarctica Advisors LLC to assist the Reporting Persons evaluate their investment in the Issuer.

11

CUSIP NO. 68210P107

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer .

The aggregate percentage of Shares reported owned by each person named herein is based upon 22,464,351 Shares outstanding as of July 27, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 2, 2017.

A. BLR Partners
(a) As of the close of business on August 25, 2017, BLR Partners beneficially owned 1,275,000 Shares.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by BLR Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
B. BLRPart GP
(a) BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 1,275,000 Shares owned by BLR Partners.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0

 

(c) BLRPart GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
12

CUSIP NO. 68210P107

C. BLRGP
(a) BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 1,275,000 Shares owned by BLR Partners.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0

 

(c) BLRGP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
D. Fondren Management
(a) Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 1,275,000 Shares owned by BLR Partners.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0

 

(c) Fondren Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
E. FMLP
(a) FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 1,275,000 Shares owned by BLR Partners.

Percentage: Approximately 5.7%

(b) 1. Sole power to vote or direct vote: 1,275,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,275,000
4. Shared power to dispose or direct the disposition: 0

 

(c) FMLP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
13

CUSIP NO. 68210P107

F. Radoff Foundation
(a) As of the close of business on August 25, 2017, Radoff Foundation beneficially owned 20,000 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 20,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 20,000
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Radoff Foundation during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
G. Mr. Radoff
(a) Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation, may be deemed the beneficial owner of the (i) 1,275,000 Shares owned by BLR Partners and (ii) 20,000 Shares owned by Radoff Foundation.

Percentage: Approximately 5.8%

(b) 1. Sole power to vote or direct vote: 1,295,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,295,000
4. Shared power to dispose or direct the disposition: 0

 

(c) Mr. Radoff has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners and Radoff Foundation during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
H. Mr. Schechter:
(a) As of the close of business on August 25, 2017, Mr. Schechter beneficially owned 43,073 Shares, including 573 Shares directly owned by his spouse.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 42,500
2. Shared power to vote or direct vote: 573
3. Sole power to dispose or direct the disposition: 42,500
4. Shared power to dispose or direct the disposition: 573

 

(c) The transactions in the Shares by Mr. Schechter during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
14

CUSIP NO. 68210P107

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

On August 28, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits .
99.1 Joint Filing Agreement, dated August 28, 2017.
15

CUSIP NO. 68210P107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 28, 2017

 

  BLR Partners LP
   
  By: BLRPart, LP
General Partner
     
  By: BLRGP Inc.
General Partner
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  BLRPart, LP
   
  By: BLRGP Inc.
General Partner
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  BLRGP Inc.
     
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  Fondren Management, LP
   
  By: FMLP Inc.
General Partner
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director
         

 

16

CUSIP NO. 68210P107

 

  FMLP Inc.
     
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  The Radoff Family Foundation
     
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Director

 

 

  /s/ Bradley L. Radoff
  Bradley L. Radoff

 

 

  /s/ Joshua E. Schechter
  Joshua E. Schechter
17

CUSIP NO. 68210P107

  

SCHEDULE A

Directors and Officers of The Radoff Family Foundation

Name and Position Principal Occupation Principal Business Address Citizenship
       

Bradley L. Radoff

Director *

 

     

Rose Radoff

Director and Secretary

Director and Secretary

1177 West Loop South

Suite 1625

Houston, Texas 77027

United States
       

Russell Radoff

Director

Medical Doctor

1177 West Loop South

Suite 1625

Houston, Texas 77027

United States

 

 

* Mr. Radoff is a Reporting Person and, as such, the information with respect to Mr. Radoff called for by Item 2 of Schedule 13D is set forth therein.

 

 

SCHEDULE B

 

Transactions in the Shares During the Past Sixty Days

 

Nature of Transaction

Securities

Purchased/(Sold)

Price per Share ($)

Date of

Purchase / Sale

 

BLR Partners LP

Sale of Common Stock (5,000) 17.2175 06/21/2017
Purchase of Common Stock 24,700 16.8796 06/22/2017
Sale of Common Stock (10,000) 17.3544 07/06/2017
Sale of Common Stock (38,355) 17.3988 07/07/2017
Purchase of Common Stock 36,275 16.1332 07/10/2017
Sale of Common Stock (200) 16.8750 07/10/2017
Purchase of Common Stock 3,000 16.3808 07/11/2017
Sale of Common Stock (9,200) 16.1983 07/20/2017
Sale of Common Stock (69,920) 16.2442 07/20/2017
Sale of Common Stock (7,000) 16.1024 07/21/2017
Sale of Common Stock (10,000) 15.9615 07/27/2017
Purchase of Common Stock 10,600 15.9186 07/28/2017
Purchase of Common Stock 13,979 16.0153 07/31/2017
Purchase of Common Stock 13,321 16.1116 08/01/2017
Purchase of Common Stock 17,400 16.0809 08/02/2017
Purchase of Common Stock 19,600 16.4966 08/03/2017
Purchase of Common Stock 68,000 16.6362 08/03/2017
Purchase of Common Stock 55,000 16.5965 08/04/2017
Purchase of Common Stock 15,400 16.6129 08/04/2017
Purchase of Common Stock 8,000 16.3524 08/07/2017
Purchase of Common Stock 65,000 16.2234 08/07/2017
Purchase of Common Stock 16,000 16.4436 08/08/2017
Purchase of Common Stock 35,000 16.3942 08/08/2017
Purchase of Common Stock 20,000 16.3729 08/09/2017
Purchase of Common Stock 69,000 15.8092 08/10/2017
Purchase of Common Stock 60,453 15.8371 08/10/2017
Purchase of Common Stock 65,578 15.8115 08/11/2017
Purchase of Common Stock 20,000 15.5072 08/11/2017
Purchase of Common Stock 90,000 16.0000 08/14/2017
Purchase of Common Stock 43,969 16.1326 08/14/2017
Purchase of Common Stock 42,000 15.7500 08/15/2017
Purchase of Common Stock 39,500 15.9049 08/15/2017
Purchase of Common Stock 8,500 16.3498 08/16/2017
Purchase of Common Stock 91,000 15.7586 08/17/2017
Purchase of Common Stock 65,000 15.6597 08/18/2017
Purchase of Common Stock 34,000 15.7447 08/18/2017
Purchase of Common Stock 35,000 15.3873 08/18/2017
Purchase of Common Stock 18,400 15.6505 08/21/2017
Purchase of Common Stock 10,000 15.8618 08/22/2017
Purchase of Common Stock 10,000 16.0198 08/23/2017
Purchase of Common Stock 30,000 16.0077 08/24/2017

 

 

 

the RADOFF FAMILY FOUNDATION

Purchase of Common Stock 2,700 16.4463 07/13/2017
Purchase of Common Stock 2,000 16.4500 07/14/2017
Purchase of Common Stock 3,700 15.8446 07/26/2017
Purchase of Common Stock 11,600 15.6505 08/21/2017

 

Joshua E. Schechter

Purchase of Common Stock 1,000 17.0200 06/22/2017
Purchase of Common Stock 1,500 15.9500 07/10/2017
Purchase of Common Stock 500 16.4300 07/10/2017
Purchase of Common Stock 1,000 16.4400 07/10/2017
Purchase of Common Stock 1,500 16.1950 07/10/2017
Purchase of Common Stock * 573 15.9500 07/10/2017
Purchase of Common Stock 1,500 16.0400 07/24/2017
Sale of Common Stock (4,710) 15.8000 07/26/2017
Sale of Common Stock (1,290) 15.8100 07/26/2017
Purchase of Common Stock 1,500 15.9200 07/26/2017
Sale of Common Stock (1,500) 15.8750 07/26/2017
Purchase of Common Stock 1,700 15.8700 07/28/2017
Purchase of Common Stock 300 15.9000 07/28/2017
Purchase of Common Stock 100 16.3000 08/03/2017
Purchase of Common Stock 100 16.3000 08/03/2017
Purchase of Common Stock 1,000 17.0000 08/03/2017
Purchase of Common Stock 1,800 16.2800 08/07/2017
Purchase of Common Stock 1,500 15.7300 08/10/2017
Purchase of Common Stock 1,500 15.8500 08/10/2017
Purchase of Common Stock 3,000 15.7400 08/11/2017
Purchase of Common Stock 3,000 16.0400 08/14/2017
Purchase of Common Stock 2,656 16.0000 08/15/2017
Purchase of Common Stock 99 16.0000 08/15/2017
Purchase of Common Stock 300 16.0000 08/15/2017
Purchase of Common Stock 1,945 16.0000 08/15/2017
Purchase of Common Stock 1,000 16.2000 08/15/2017
Purchase of Common Stock 400 15.6500 08/17/2017
Purchase of Common Stock 2,100 15.6300 08/17/2017
Purchase of Common Stock 2,000 15.6300 08/17/2017
Purchase of Common Stock 2,000 15.6700 08/17/2017
Purchase of Common Stock 2,000 15.8400 08/17/2017
Purchase of Common Stock 2,000 15.8027 08/17/2017
Purchase of Common Stock 2,000 15.1500 08/18/2017

 

 

 

* Represents a transaction by Mr. Schechter’s spouse.

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Omega Protein Corporation, a Nevada corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: August 28, 2017 

  BLR Partners LP
   
  By: BLRPart, LP
General Partner
     
  By: BLRGP Inc.
General Partner
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  BLRPart, LP
   
  By: BLRGP Inc.
General Partner
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  BLRGP Inc.
     
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  Fondren Management, LP
   
  By: FMLP Inc.
General Partner
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director
         

 

 

 

 

  FMLP Inc.
     
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Sole Director

 

 

  The Radoff Family Foundation
     
   
  By: /s/ Bradley L. Radoff
    Name: Bradley L. Radoff
    Title: Director

 

 

  /s/ Bradley L. Radoff
  Bradley L. Radoff

 

 

  /s/ Joshua E. Schechter
  Joshua E. Schechter