0001144204-16-121508.txt : 20160826 0001144204-16-121508.hdr.sgml : 20160826 20160826163636 ACCESSION NUMBER: 0001144204-16-121508 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160826 DATE AS OF CHANGE: 20160826 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. PROFIT SHARING & MONEY PURCHASE PLA GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55593 FILM NUMBER: 161855204 BUSINESS ADDRESS: STREET 1: 2105 CITY WEST BLVD. STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-623-0060 MAIL ADDRESS: STREET 1: 2105 CITY WEST BLVD. STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13D/A 1 v447763_sc13da.htm SCHEDULE 13D AMENDMENT NO. 8

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 8)

 

Under the Securities Exchange Act of 1934

 

OMEGA PROTEIN CORPORATION

 

(Name of Issuer)

 

Common Stock, $0.01 par value

 

(Title of Class of Securities)

 

68210P107

 

(CUSIP Number)

 

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

(212) 541-6222

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 23, 2016

 

(Date of Event which requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨

 

 

 

 

CUSIP No. 68210P107 13D/A Page 2 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. 13-3688497

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

345,566                   (See Item 5)

8

SHARED VOTING POWER

 

0                              (See Item 5)

9

SOLE DISPOSITIVE POWER

 

345,566                    (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                               (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

345,566               (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.5%

14

 

TYPE OF REPORTING PERSON*

 

PN

 

 

 

 

CUSIP No. 68210P107 13D/A Page 3 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. I 13-3953291

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

577,464                   (See Item 5)

8

SHARED VOTING POWER

 

0                               (See Item 5)

9

SOLE DISPOSITIVE POWER

 

577,464                   (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                               (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

577,464              (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6%

14

 

TYPE OF REPORTING PERSON*

 

PN

 

 

 

 

CUSIP No. 68210P107 13D/A Page 4 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

52,953                   (See Item 5)

8

SHARED VOTING POWER

 

0                              (See Item 5)

9

SOLE DISPOSITIVE POWER

 

52,953                   (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                               (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

52,953              (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%

14

 

TYPE OF REPORTING PERSON*

 

CO

 

 

 

 

CUSIP No. 68210P107 13D/A Page 5 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

85,000                      (See Item 5)

8

SHARED VOTING POWER

 

0                               (See Item 5)

9

SOLE DISPOSITIVE POWER

 

85,000                      (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                               (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

85,000                 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

 

TYPE OF REPORTING PERSON*

 

EP

 

 

 

 

CUSIP No. 68210P107 13D/A Page 6 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital Management, LLC 13-4018186

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

923,030                 (See Item 5)

8

SHARED VOTING POWER

 

0                               (See Item 5)

9

SOLE DISPOSITIVE POWER

 

923,030                 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                               (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

923,030            (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.1%

14

 

TYPE OF REPORTING PERSON*

 

OO

 

 

 

 

CUSIP No. 68210P107 13D/A Page 7 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. 13-3688495

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

52,953                   (See Item 5)

8

SHARED VOTING POWER

 

0                               (See Item 5)

9

SOLE DISPOSITIVE POWER

 

52,953                   (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0                               (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

52,953              (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2%

14

 

TYPE OF REPORTING PERSON*

 

CO

 

 

 

 

CUSIP No. 68210P107 13D/A Page 8 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Nelson Obus

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0                               (See Item 5)

8

SHARED VOTING POWER

 

1,060,983                 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0                               (See Item 5)

10

SHARED DISPOSITIVE POWER

 

1,060,983                 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,060,983            (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7%

14

 

TYPE OF REPORTING PERSON*

 

IN

 

 

 

 

CUSIP No. 68210P107 13D/A Page 9 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Joshua Landes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨

(b) x

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0                               (See Item 5)

8

SHARED VOTING POWER

 

1,060,983                 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0                               (See Item 5)

10

SHARED DISPOSITIVE POWER

 

1,060,983                (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,060,983            (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ¨

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7%

14

 

TYPE OF REPORTING PERSON*

 

IN

 

 

 

 

CUSIP No. 68210P107 13D/A Page 10 of 14

 

Item 1. Security and Issuer.

 

This Amendment No.8 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2015 and as amended by Amendment No. 1, filed on October 8, 2015, as further amended by Amendment No. 2, filed on November 17, 2015, as further amended by Amendment No. 3, filed on March 1, 2016, as further amended by Amendment No. 4, filed on March 30, 2016, as further amended by Amendment No. 5, filed on April 28, 2016, as further amended by Amendment No. 6 filed on May 24, 2016 and as further amended by Amendment No. 7 filed on August 16, 2016 (collectively, the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to shares of common stock, $0.01 par value per share (the “Common Stock”) of Omega Protein Corporation, a Nevada corporation (the “Issuer”). The Issuer maintains its principal executive office at 2105 City West Blvd., Suite 500, Houston, Texas 77042. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended by the addition of the following:

 

The securities reported in this Schedule 13D/A as directly beneficially owned by the Wynnefield Reporting Persons were `acquired with funds of approximately $14,262,965.09 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

Item 4. Purpose of the Transaction

 

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

 

This Schedule 13D is filed by the Wynnefield Reporting Person to report disposition of shares of the Common Stock which decreases its beneficial ownership (as such term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of the Common Stock of the Issuer by more than 1% from the amounts previously reported on Amendment No. 7 previously filed on August 16, 2016.

 

Item 5. Interest in Securities of the Issuer.

 

(a), (b) and (c) As of August 26, 2016, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,060,983 shares of Common Stock, constituting approximately 4.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 22,305,073 shares outstanding as of July 29, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Commission on August 3, 2016.

 

The following table sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

 

 

 

CUSIP No. 68210P107 13D/A Page 11 of 14

 

Name  Number of Common Stock   Percentage of Outstanding
Common Stock
 
Wynnefield Partners   345,566    1.5%
Wynnenfield Partners I   577,464    2.6%
Wynnefield Offshore   52,953    0.2%
Plan   85,000    0.4%

 

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

The Plan is an employee profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Profit Sharing Plan and accordingly, Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Profit Sharing Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 1,060,983 shares of Common Stock, constituting approximately 4.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 22,305,073 shares outstanding as of July 29, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Commission on August 3, 2016.

 

 

 

 

CUSIP No. 68210P107 13D/A Page 12 of 14

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

The Wynnefield Reporting Persons have acquired or sold shares of Common Stock since the filing of Amendment No. 7 on August 16, 2016 as follows:

 

Name  Transaction   Date   Number of Shares   Price Per Share 
                 
Wynnefield Partners  Sale   8/16/2016   4,483  $24.45 
Wynnefield Partners  Sale   8/17/2016   878  $24.45 
Wynnefield Partners  Sale   8/18/2016   5,090  $24.47 
Wynnefield Partners  Sale   8/19/2016   12,690  $24.49 
Wynnefield Partners  Sale   8/22/2016   17,712  $24.48 
Wynnefield Partners  Sale   8/23/2016   13,307  $24.54 
Wynnefield Partners  Sale   8/25/2016   24,356  $25.15 
                 
Wynnefield Partners I  Sale   8/16/2016   7,054  $24.45 
Wynnefield Partners I  Sale   8/17/2016   1,378  $24.45 
Wynnefield Partners I  Sale   8/18/2016   7,296  $24.47 
Wynnefield Partners I  Sale   8/19/2016   19,916  $24.49 
Wynnefield Partners I  Sale   8/22/2016   27,793  $24.48 
Wynnefield Partners I  Sale   8/23/2016   20,889  $24.54 
Wynnefield Partners I  Sale   8/25/2016   38,201  $25.15 
                 
Wynnefield Offshore  Sale   8/16/2016   2,803  $24.45 
Wynnefield Offshore  Sale   8/17/2016   548  $24.45 
Wynnefield Offshore  Sale   8/18/2016   7,339  $24.47 
Wynnefield Offshore  Sale   8/19/2016   7,924  $24.49 
Wynnefield Offshore  Sale   8/22/2016   11,066  $24.48 
Wynnefield Offshore  Sale   8/23/2016   8,304  $24.54 
Wynnefield Offshore  Sale   8/25/2016   15,182  $25.15 

 

(d) Not Applicable.

 

(e) On August 25, 2016 the Wynnefield Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Common Stock.

 

 

 

 

CUSIP No. 68210P107 13D/A Page 13 of 14

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

 

  Dated:  August 26, 2016
   
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
   
  By: Wynnefield Capital Management, LLC,
    its General Partner
     
  By: /s/ Nelson Obus
    Nelson Obus, Co-Managing Member
   
  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
   
  By: Wynnefield Capital Management, LLC,
    its General Partner
     
  By: /s/ Nelson Obus
    Nelson Obus, Co-Managing Member
   
  WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
     
  By: Wynnefield Capital, Inc.,
    its Investment Manager
     
  By: /s/ Nelson Obus
    Nelson Obus, President
   
  WYNNEFIELD CAPITAL, INC. PROFIT SHARING & MONEY PURCHASE PLAN
     
  By: /s/ Nelson Obus
    Nelson Obus, Co-Trustee
   
  WYNNEFIELD CAPITAL MANAGEMENT, LLC
     
  By: /s/ Nelson Obus
    Nelson Obus, Co-Managing Member

 

 

 

 

CUSIP No. 68210P107 13D/A Page 14 of 14

 

  WYNNEFIELD CAPITAL, INC.
     
  By: /s/ Nelson Obus
    Nelson Obus, President
   
    /s/ Nelson Obus
    Nelson Obus, Individually
   
    /s/ Joshua Landes
    Joshua Landes, Individually