SEC Form 4 · accession 0000899243-17-029412
OMEGA PROTEIN CORP · OME
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bret Scholtes
Officer — CEO and President · Director
Period of report
Dec 19, 2017
Accepted (ET)
Dec 21, 2017 · 6:16 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 | 145,179 | $22.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F2,F3 | $6.39 | Dec 19, 2017 | D | 100,000 | D | — | Apr 28, 2020 | Common Stock | 100,000 | 0 | D |
| Stock Options (right to buy)F2,F3 | $7.07 | Dec 19, 2017 | D | 200,000 | D | — | Dec 1, 2020 | Common Stock | 200,000 | 0 | D |
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, 31,707 shares of which vested immediately prior to the Effective Time (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 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.
- F3Pursuant 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.