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