SC 13D 1 v417702_sc13d.htm SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

OMEGA PROTEIN CORPORATION

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(Name of Issuer)

 

Common Stock, $0.01 par value

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(Title of Class of Securities)

 

68210P107

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(CUSIP Number)

 

Wynnefield Partners Small Cap Value, L.P. I

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

(212) 541-6222


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 11, 2015

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾

(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 which 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 [ ]

 

 

 

  

CUSIP No. 68210P107 13D Page 2 of 17

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. I 13-3953291

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

839,818 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

839,818 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

839,818 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.9%

14

 

TYPE OF REPORTING PERSON*

PN

 

       

 

 

 

 

CUSIP No. 68210P107 13D Page 3 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. 13-3688497

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

512,480 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

512,480 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

512,480 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.4%

14

 

TYPE OF REPORTING PERSON*

PN

 

       

 

 

 

CUSIP No. 68210P107 13D Page 4 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

215,102 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

215,102 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

215,102 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.0%

14

 

TYPE OF REPORTING PERSON*

CO

 

       

 

 

 

 

CUSIP No. 68210P107 13D Page 5 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. Profit Sharing Plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

75,000 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

75,000 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

75,000 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%

14

 

TYPE OF REPORTING PERSON*

EP

 

       

 

 

 

CUSIP No. 68210P107 13D Page 6 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital Management, LLC 13-4018186

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

1,352,298 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

1,352,298 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,352,298 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.2%

14

 

TYPE OF REPORTING PERSON*

OO

 

       

 

 

 

 

CUSIP No. 68210P107 13D Page 7 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. 13-3688495

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

215,102 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

215,102 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

215,102 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.0%

14

 

TYPE OF REPORTING PERSON*

CO

 

       

 

 

 

 

CUSIP No. 68210P107 13D Page 8 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Nelson Obus

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

75,000 (See Item 5)

8

SHARED VOTING POWER

 

1,567,400 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

75,000 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

1,567,400 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,642,400 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.6%

14

 

TYPE OF REPORTING PERSON*

 

IN

 

       

 

 

 

 

 

CUSIP No. 68210P107 13D Page 9 of 17

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Joshua Landes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [    ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

0 (See Item 5)

8

SHARED VOTING POWER

 

1,567,400 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

1,567,400 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,567,400 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.2%

14

 

TYPE OF REPORTING PERSON*

IN

 

       

 

 

 

 

 

 

CUSIP No. 68210P107 13D Page 10 of 17

 

Item 1. Security and Issuer.

 

This Statement of Beneficial Ownership on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.01 par value per share (the “Common Stock”) of Omega Protein Corporation, a Nevada corporation (the “Issuer”). The Issuer maintains its principal executive office at 2105 City West Blvd., Suite 500, Houston, Texas 77042.

 

Item 2. Identity and Background.

 

This Schedule 13D is filed by the Wynnefield Reporting Persons.

 

(a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Capital, Inc. Profit Sharing Plan (“Plan”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua H. Landes. The Wynnefield Reporting Persons that are entities, are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).

 

WCM, a New York limited liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. The Plan is an employee profit sharing plan organized under the laws of the State of Delaware. Mr. Obus is the portfolio manager of the Plan. Messrs. Obus and Landes are citizens of the United States of America.

 

Messrs. Obus and Landes are citizens of the United States of America.

 

The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

 

(d) and (e). During the last five years, none of the Wynnefield Reporting Persons had been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a 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.

 

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

 

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were `acquired with funds of approximately $18,278,949 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

 

 

CUSIP No. 68210P107 13D Page 11 of 17

 

Item 4. Purpose of the Transaction

 

On August 11, 2015, the Wynnefield Reporting Persons sent the following letter to the Issuer’s Board of Directors (“Board”) and Chairman of the Board:

 

August 11, 2015

 

Mr. Gary Goodwin, Chairman of the Board

Omega Protein Corporation

2105 City West Boulevard

Suite 550

Houston, TX 77042

 

FOR IMMEDIATE DISTRIBUTION TO THE BOARD OF DIRECTORS

 

Dear Gary,

 

"But second chances aren't forever. Even miracles have an expiration date"

 -Robyn Schneider

 

In the twenty three years of managing our small cap value fund, Wynnefield Capital Management, LLC and its affiliates (“Wynnefield”) have never observed a more glaring case of "Diworsification" than the risky and unsuccessful effort of Omega Protein Corporation (“Omega Protein”) to enter the human nutrition field.

 

While the actions of the Board of Directors of Omega Protein may be afforded protection under the "Business Judgement" safe harbor‎, the ugly truth is that the Omega Protein Board and its management have flushed away $150 million of shareholder value trying to enter a business that the Board and management lacked the skill sets to integrate, manage or execute on a successful strategic plan. Wynnefield could lay out line by line the details of this tragic and risky misallocation of shareholder equity but we would only be piling on. Omega Protein’s public disclosures filed with the Securities and Exchange Commission tell all.

 

To cut to the chase, Wynnefield believes that, as a result of the Board’s poorly analyzed, poorly executed and unsuccessful actions, it has forfeited the right to maintain Omega Protein as a public company. Let's not engage in a costly proxy battle that will ultimately end in Omega Protein’s shareholders ousting the current Board over a two year period. Such removal would otherwise be completed in a single year was it not for the fact the Board has “classified” itself as entrenched.

 

Many boards, including ones on which Wynnefield nominees have served, have made well-meaning but high profile acquisition ‎mistakes that have severely hurt shareholder value. We are not out to embarrass you. Fortunately for the Board and the shareholders that it purports to serve, the ground has recently shifted under the foundation of Omega Protein in a most positive manner. What has been revealed is a clear and simple path to redemption for all involved parties.

 

Your road forward must entail the immediate hiring of a reputable investment banking firm to explore all strategic alternatives to maximize and release shareholder value, including the sale of Omega Protein or its assets. The Board has before itself a second chance to correct its past mistakes and perform its duty of serving the shareholders that it represents. We would characterize this opportunity as being a "no brainer."

 

Simple chanting of the mantra - "Daybrook/Oceana" by the Board ‎once in the morning and again at night will keep you on the proper path until you have retained an investment banker to guide you in the exploration of strategic alternatives.

 

Wynnefield, in fairness to all, has given considerable deliberation to come up with a counter argument to the course of action we insist you straightaway pursue and has come up empty.  It's time for the Board to immediately hire an investment banker and run the process to unlock the value in Omega that's staring the entire Board in the face. You will see that this is the right way to proceed rather than engaging in a shootout with Wynnefield that the Board will most surely lose at considerable expense to shareholders.  As the record shows, Wynnefield is tenacious, and has repeatedly been successful, when we are confident, as in this instance, we are right.

 

Any Gary Cooper fan would tell you that it's "High Noon" for Omega Protein’s Board. Both you and your shareholders have been handed a second chance. We can all emerge as huge winners.

 

Don't screw it up- reputations and monetary rewards are at stake for all parties.

 

Please feel free to email me directly at nobus@wynnecap.com to set up a time to discuss this further.

 

Tick Tock. Tick Tock.

 

Nelson Obus, Managing Member

 

Wynnefield Capital Management, LLC

 

   

 

 

CUSIP No. 68210P107 13D Page 12 of 17

 

 

Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

(a), (b) and (c) As of August 11, 2015, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,642,400 shares of Common Stock, constituting approximately 7.6% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 21,714,004 shares outstanding as of July 30, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2015.

 

The following table sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

Name Number of Common Stock Percentage of Outstanding Common Stock
Wynnenfield Partners I 839,818  3.9%
Wynnefield Partners 512,480   2.4%
Wynnefield Offshore 215,102  1.0%
Plan   75,000  0.3%

 

 

 

 

CUSIP No. 68210P107 13D Page 13 of 17

 

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

The Plan is an employee profit sharing plan. Mr. Obus is the portfolio manager of the Plan and has the sole authority to direct the voting and the disposition of the shares of Common Stock that the Wynnefield Profit Plan beneficially owns. Accordingly, Mr. Obus may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 1,642,400 shares of Common Stock, constituting approximately 7.6% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 21,714,004 shares outstanding as of July 30, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2015.

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

 

 

 

CUSIP No. 68210P107 13D Page 14 of 17

 

The Wynnefield Reporting Persons have acquired and sold shares of Common Stock during the last 60 days as follows:

 

Name Date Number of Shares Price
Wynnefield Partners I 6/10/2015 20,252 $13.24
Wynnefield Partners I 6/15/2015 3,705 $13.13
Wynnefield Partners I 6/29/2015 5,065 $13.60
Wynnefield Partners I 7/1/2015 1,217 $13.50
Wynnefield Partners I 7/2/2015 6,094 $13.48
Wynnefield Partners I 7/6/2015 10,183 $13.30
Wynnefield Partners I 7/7/2015 4,144 $13.15
Wynnefield Partners I 7/21/2015 17,893 $13.27
Wynnefield Partners I 7/27/2015 5,949 $13.32
Wynnefield Partners I 7/28/2015 2,706 $13.31
Wynnefield Partners I 7/29/2015 18,724 $13.85
Wynnefield Partners I 7/30/2015 13,370 $13.91
Wynnefield Partners I 7/31/2015 56 $13.99
Wynnefield Partners I 8/3/2015 19,066 $14.16
Wynnefield Partners I 8/4/2015 15,918 $14.43
Wynnefield Partners I 8/5/2015 5,183 $14.43
Wynnefield Partners I 8/6/2015 11,276 $14.35
Wynnefield Partners 6/10/2015 12,112 $13.24
Wynnefield Partners 6/15/2015 2,216 $13.13
Wynnefield Partners 6/29/2015 3,032 $13.60
Wynnefield Partners 7/1/2015 728 $13.50
Wynnefield Partners 7/2/2015 3,792 $13.48
Wynnefield Partners 7/6/2015 6,332 $13.30
Wynnefield Partners 7/7/2015 2,577 $13.15
Wynnefield Partners 7/21/2015 11,161 $13.27
Wynnefield Partners 7/27/2015 3,708 $13.32
Wynnefield Partners 7/28/2015 1,687 $13.31
Wynnefield Partners 7/29/2015 11,672 $13.85
Wynnefield Partners 7/30/2015 8,334 $13.91
Wynnefield Partners 7/31/2015 35 $13.99
Wynnefield Partners 8/3/2015 11,885 $14.16
Wynnefield Partners 8/4/2015 9,923 $14.43
Wynnefield Partners 8/5/2015 3,231 $14.43

 

 

 

 

CUSIP No. 68210P107 13D Page 15 of 17

 

 

Wynnefield Partners 8/6/2015 7,029 $14.35
Wynnefield Offshore 6/10/2015 7,636 $13.24
Wynnefield Offshore 6/15/2015 1,398 $13.13
Wynnefield Offshore 6/29/2015 1,903 $13.60
Wynnefield Offshore 7/1/2015 455 $13.50
Wynnefield Offshore 7/2/2015 2,320 $13.48
Wynnefield Offshore 7/6/2015 3,879 $13.30
Wynnefield Offshore 7/7/2015 1,579 $13.15
Wynnefield Offshore 7/21/2015 6,846 $13.27
Wynnefield Offshore 7/27/2015 1,018 $13.32
Wynnefield Offshore 7/28/2015 462 $13.31
Wynnefield Offshore 7/29/2015 3,204 $13.85
Wynnefield Offshore 7/30/2015 2,286 $13.91
Wynnefield Offshore 7/31/2015 9 $13.99
Wynnefield Offshore 8/3/2015 3,260 $14.16
Wynnefield Offshore 8/4/2015 2,716 $14.43
Wynnefield Offshore 8/5/2015 886 $14.43
Wynnefield Offshore 8/6/2015 1,927 $14.35
Plan 7/28/2015 15,000 $13.31

 

(d) and (e). Not Applicable.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1Joint Filing Agreement, dated as of August 11, 2015

 

 

 

 

 

 

CUSIP No. 68210P107 13D Page 16 of 17

 

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated: August 11, 2015

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By:         Wynnefield Capital Management, LLC,

its General Partner

 

By:          /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By:         Wynnefield Capital Management, LLC,

its General Partner

 

By:          /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By:          Wynnefield Capital, Inc.,

its Investment Manager

 

By:          /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL INC. PROFIT SHARING PLAN, INC.

 

By: /s/ Nelson Obus

Nelson Obus, Authorized Signatory

 

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

 

 

 

 

CUSIP No. 68210P107 13D Page 17 of 17

 

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually