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)
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2. Issuer Name and Ticker or Trading Symbol
Westway Group, Inc. [ WWAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/04/2010 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 02/04/2010 | J(1)(2) | 40,000 | D | (2) | 500,000 | I | See footnotes(1)(2) | ||
Class A Common Stock | 02/04/2010 | J(1)(3) | 500,000 | D | (3) | 0 | I | See footnotes(1)(3) | ||
Class A Common Stock | 02/04/2010 | J(4) | 100 | A | (4) | 100 | I | See footnote(4) | ||
Class A Common Stock | 02/04/2010 | J(5) | 286,500 | A | (5) | 286,600 | I | See footnote(5) | ||
Class A Common Stock | 02/04/2010 | J(6) | 100 | A | (6) | 100 | 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 |
Explanation of Responses: |
1. Shares are held directly by Shermen WSC Holding LLC, of which the reporting person is the managing member. The reporting person has sole voting and dispositive power of the shares. Does not include 1,000,000 shares of Class A Common Stock deposited in escrow, which are to be released to Shermen WSC Holding LLC only upon the achievement by Westway Group, Inc. of certain earnings and share price targets. |
2. Shares transferred to Healdsburg Capital Management, LLC as consideration in part for certain consulting services provided to Shermen WSC Holding LLC by Healdsburg Capital Management, LLC and its affiliates, which had an estimated value of approximately $190,000. |
3. Shares distributed among the members of Shermen WSC Holding LLC on a pro rata basis in accordance with their respective membership interests for no consideration. |
4. Shares are held directly by Shermen Capital Partners, LLC, of which the reporting person is the managing member and has sole voting and dispositive power of the shares, and were acquired as a result of a distribution effected among the members of Shermen WSC Holding LLC, which includes Shermen Capital Partners, LLC, on a pro rata basis in accordance with their respective membership interests for no consideration. |
5. Shares are held directly by FPJ Partners, of which the reporting person is the managing general partner and has sole voting and dispositive power of the shares, and were acquired as a result of a distribution effected among the members of Shermen WSC Holding LLC, which includes FPJ Partners, on a pro rata basis in accordance with their respective membership interests for no consideration. |
6. Shares held directly by the reporting person and were acquired as a result of a distribution effected among the members of Shermen WSC Holding LLC, which includes the reporting person, on a pro rata basis in accordance with their respective membership interests for no consideration. |
Remarks: |
/s/ Francis P. Jenkins, Jr. | 02/08/2010 | |
** 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. |