SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Toffolon John E Jr

(Last)

(First)

(Middle)

365 CANAL STREET

SUITE 2900

(Street)

NEW ORLEANS

70130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Shermen WSC Acquisition Corp [ SACQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/28/2009		J⁽¹⁾		43,543	D	⁽¹⁾	193,376	I	See footnote⁽²⁾
Class A Common Stock	05/28/2009		J⁽³⁾		165,944	D	⁽³⁾	27,432	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shermen WSC Holding LLC, of which the reporting person is a member, transferred to a third party the rights to receive 857,142 shares of Class A Common Stock upon their release from escrow on December 28,2009 in exchange for the third party's agreement to purchase shares of the issuer's common stock and vote such shares in favor of the matters voted on at the issuer's annual meeting on May 26, 2009. The number of shares set forth herein reflects the proportionate interest of the reporting person in Shermen WSC Holding LLC.

2. Shares are held directly by Shermen WSC Holding LLC, of which the reporting person is a member. Does not include 28,750 shares of Class A Common Stock that the reporting person owns directly or 857,142 shares of Class A Common Stock currently held in escrow which Shermen WSC Holding LLC has agreed to transfer to an unaffiliated third party. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

3. Shermen WSC Holding LLC surrendered 3,266,608 shares to the issuer for cancellation in accordance with an agreement among Shermen WSC Holding LLC, ED&F Man Holdings Limited and the issuer. Shermen WSC Holding LLC and the reporting person did not receive any cash or other securities from the issuer in exchange for such shares. The number of shares set forth herein reflects the proportionate interest of the reporting person in Shermen WSC Holding LLC.

	/s/ John E. Toffolon, Jr.	06/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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