SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

KNOTT DAVID M

(Last)

(First)

(Middle)

485 UNDERHILL BLVD

STE 205

(Street)

SYOSSET

11791-3419

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2009

3. Issuer Name and Ticker or Trading Symbol
Westway Group, Inc. [ WTWG.OB ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $0.0001 par value per share	1,291,643	I	By Knott Partners, L.P.⁽¹⁾⁽³⁾
Class A Common Stock, $0.0001 par value per share	446,771	I	By Shoshone Partners, L.P.⁽¹⁾⁽³⁾
Class A Common Stock, $0.0001 par value per share	120,914	I	By Mulsanne Partners, L.P.⁽¹⁾⁽³⁾
Class A Common Stock, $0.0001 par value per share	886,928	I	By Knott Partners Offshore Master Fund, L.P.⁽¹⁾⁽³⁾
Class A Common Stock, $0.0001 par value per share	71,872	I	By Managed Account A⁽²⁾⁽³⁾
Class A Common Stock, $0.0001 par value per share	39,014	I	By Managed Account B⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P.

2. This entry represents securities of the issuer held by a managed account for which Dorset Management Corporation provides investment management services. The Reporting Person is the President and sole director of Dorset Management Corporation.

3. As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in securities in this entry as a result of a performance related fee. Except with respect to Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P. and each of the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.

Remarks:

The Reporting Person purchased 2,000,000 shares of Class A Common Stock on May 21, 2009. On May 22, 2009, the Reporting Person entered into an agreement with Shermen WSC Holding LLC, a Delaware limited liability company ("Sherman"), pursuant to which, subject to the closing of the acquisition by Westway Group, Inc., Sherman agreed to transfer 857,142 shares of Class A Common Stock owned by it upon release of such shares from escrow on November 28, 2009. The Reporting Person is deemed to beneficially own the 857,142 shares 60 days prior to their release from escrow.

	/s/ David M. Knott	09/30/2009
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.