SEC FORM 4

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
Estimated average burden
hours per response:			0.5

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^*

E D & F Man Holdings Ltd

(Last)

(First)

(Middle)

COTTONS CENTRE, HAY'S LANE

(Street)

LONDON, UK

SE1 2QE

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Shermen WSC Acquisition Corp [ SACQ ]

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

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/28/2009		S		5,015,244	D	⁽¹⁾	1,056	I	By trustee⁽²⁾
Common Stock	05/28/2009		A		12,624,003	A	⁽³⁾	12,625,059	I	By Westway Holdings Corporation⁽⁴⁾
Preferred Stock	05/28/2009		A		30,886,830⁽⁶⁾	A	⁽⁵⁾	30,886,830⁽⁶⁾	I	By Westway Holdings Corporation⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The consideration for the sale of these shares was 11,191,526 shares of E D & F Man Holdings Limited, a privately held English limited liability company ("ED&F"). The closing price of Westway Group, Inc.'s (f/k/a Shermen WSC Acquisition Corp.) (the "Issuer") common stock ("Shermen Common Stock") on the date of the reported transaction, May 28, 2009, was $5.95 per share.

2. The shares sold in the reported transaction were directly beneficially owned by Trustcorp (Jersey) Limited, as trustee of E D & F Man 2009 Employee Trust (the "Trustee"), and indirectly beneficially owned, for purposes of Rule 13d-3 under the Securities Exchange Act 1934, as amended, by ED&F, as settlor of E D & F Man 2009 Employee Trust (the "Trust"). The Trustee disclaims any pecuniary interest in the shares sold in the reported transaction and the shares it continues to hold. The Trustee held the shares sold in the reported transaction, and continues to hold the remaining shares not sold, for the benefit of the beneficiaries of the Trust who are employees and former employees of ED&F and its subsidiaries excluding UK persons. ED&F has no ownership of the Trust property, is not a beneficiary of the Trust and has no legal title to the Trust fund.

3. Received as part of the consideration for the mergers of Westway Terminal Company Inc. and Westway Feed Products, Inc. (privately held subsidiaries of ED&F) into wholly-owned subsidiaries of the Issuer in connection with the Issuer's acquisition of the bulk liquid storage and liquid feed supplements business of ED&F (the "Acquisition"). On May 28, 2009, the date of the Acquisition, the closing price of Shermen Common Stock was $5.95 per share. Westway Holdings waived its right to a special dividend of $1.00 per share in respect of the Shermen Common Stock it received.

4. The shares are directly beneficially owned by Westway Holdings Corporation, a Delaware Corporation and a wholly-owned subsidiary of ED&F ("Westway Holdings").

5. Received as part of the consideration for the mergers of Westway Terminal Company Inc. and Westway Feed Products, Inc. into wholly-owned subsidiaries of the Issuer in connection with the Acquisition. The Issuer's preferred stock ("Shermen Preferred Stock") is convertible into Shermen Common Stock as provided in the Issuer's Amended and Restated Certificate of Incorporation. On the date of the Acquisition, the closing price of Shermen Common Stock was $5.95 per share. Shermen Preferred Stock ranks senior to Shermen Common Stock with respect to payments of dividends and rights upon liquidation, dissolution or winding-up.

6. Includes 12,181,818 shares of Shermen Preferred Stock issued to Westway Holdings to be held in escrow until certain earnings or share price targets are achieved.

	/s/ Philip A. Howell	06/03/2009
	** 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.