0000899243-17-029412.txt : 20171221
0000899243-17-029412.hdr.sgml : 20171221
20171221181625
ACCESSION NUMBER: 0000899243-17-029412
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171219
FILED AS OF DATE: 20171221
DATE AS OF CHANGE: 20171221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Scholtes Bret
CENTRAL INDEX KEY: 0001490606
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14003
FILM NUMBER: 171270522
MAIL ADDRESS:
STREET 1: 2105 CITY WEST BLVD.
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77042
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: OMEGA PROTEIN CORP
CENTRAL INDEX KEY: 0001053650
STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070]
IRS NUMBER: 760438393
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2105 CITY WEST BLVD.
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77042
BUSINESS PHONE: 713-623-0060
MAIL ADDRESS:
STREET 1: 2105 CITY WEST BLVD.
STREET 2: SUITE 500
CITY: HOUSTON
STATE: TX
ZIP: 77042
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-12-19
1
0001053650
OMEGA PROTEIN CORP
OME
0001490606
Scholtes Bret
2105 CITY WEST BOULEVARD, SUITE 500
HOUSTON
TX
77042
1
1
0
0
CEO and President
Common Stock
2017-12-19
4
D
0
145179
22.00
D
0
D
Stock Options (right to buy)
6.39
2017-12-19
4
D
0
100000
15.61
D
2020-04-28
Common Stock
100000
0
D
Stock Options (right to buy)
7.07
2017-12-19
4
D
0
200000
14.93
D
2020-12-01
Common Stock
200000
0
D
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, 31,707 shares of which vested immediately prior to the Effective Time (as defined below).
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.
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.
/s/ Bret Scholtes by John D. Held, Attorney-in-Fact
2017-12-21