Amendment No. 1 to Sch 13-G for Joseph L. von Rosenberg III

Dated: February 5, 2004.

/s/ Joseph L. von Rosenberg III

Joseph L. von Rosenberg III

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H2wxa6GZmpT4Dh/Bx5ccXJ1v9W1u9rAVht9AS/EEHLf95ocpwv6+C4usnp+D4Ex+ OIsh2c8MlfXUkDR8iMlY5g== 0001193125-04-016004.txt : 20040206 0001193125-04-016004.hdr.sgml : 20040206 20040206102904 ACCESSION NUMBER: 0001193125-04-016004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040206 SUBJECT COMPANY: 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: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55593 FILM NUMBER: 04572087 BUSINESS ADDRESS: STREET 1: 1717 ST JAMES PL STREET 2: STE 550 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7139406100 MAIL ADDRESS: STREET 1: 1717 ST JAMES PL STREET 2: STE 550 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VON ROSENBERG JOSEPH L III CENTRAL INDEX KEY: 0001220000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O OMEGA PROTEIN CORP STREET 2: 1717 ST JAMES PLACE STE 550 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7139406122 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCH 13-G FOR JOSEPH L. VON ROSENBERG III Amendment No. 1 to Sch 13-G for Joseph L. von Rosenberg III

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

OMEGA PROTEIN CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

68210P107

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP NUMBER 68210P107



1.		Names of Reporting Persons: I.R.S. Identification Nos. of Above Persons (entities only). JOSEPH L. von ROSENBERG III

2.		Check the Appropriate Box If a Member of a Group (See Instructions) NOT APPLICABLE (a) ¨ (b) ¨

3.		SEC USE ONLY

4.		Citizenship or Place of Organization: UNITED STATES

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

19,500

6. Shared Voting Power

-0-

7. Sole Dispositive Power

1,682,700*

8. Shared Dispositive Power

-0-


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,682,700*

10.		Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) NOT APPLICABLE

11.		Percent of Class Represented by Amount in Row (9) 6.5%

12.		Type of Reporting Person (See Instructions) IN

* Includes 1,663,200 shares of Common Stock underlying vested stock options granted to Mr. von Rosenberg pursuant to the Omega Protein Corporation 2000 Long-Term Incentive Plan, 315,000 of which vested on July 18, 2003.

Item 1.

(1)

Name of Issuer:

OMEGA PROTEIN CORPORATION

(2)

Address of Issuer’s Principal Executive Offices:

171 St. James Place, Suite 550

Houston, Texas 77056

(3)

Citizenship:

UNITED STATES

(4)

Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Common Stock”)

(5)

CUSIP Number

68210P107

Item 3.

Not Applicable.



Item 4.	Ownership.

	(1)	Amount beneficially owned: 1,682,700*

	(2)	Percent of Class: 6.5%

	(3)	Number of shares as to which the person has:

		(1)	Sole power to vote or to direct the vote: 19,500

		(2)	Shared power to vote or to direct the vote: -0-

		(3)	Sole power to dispose or to direct the disposition of: 1,682,700*

		(4)	Shared power to dispose or to direct the disposition of: -0-



Item 5.		Ownership of Five Percent or Less of a Class. NOT APPLICABLE

Item 6.		Ownership of More than Five Percent on Behalf of Another Person. NOT APPLICABLE

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company NOT APPLICABLE

Item 8.		Identification and Classification of Members of the Group NOT APPLICABLE

Item 9.		Notice of Dissolution of Group NOT APPLICABLE

Item 10.		Certification NOT APPLICABLE

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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