SEC Form 4 · accession 0000899243-17-029410
OMEGA PROTEIN CORP · OME
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David H Clarke
Director
Period of report
Dec 19, 2017
Accepted (ET)
Dec 21, 2017 · 6:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001053650
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 19, 2017 | D | 6,545 | $22.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 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, 3,374 shares of which vested immediately prior to the effective time of the Merger (as defined below).
- F2On 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 of the Company issued and outstanding immediately prior to the effective time of the merger was automatically cancelled and converted into the right to the receive $22.00 in cash, less any required tax withholdings.