UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Omega Protein Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

68210P107

(CUSIP Number)

GREG LEMPEL

1177 West Loop South, Suite 1625

Houston, Texas 77027

713-482-2196

STEVE WOLOSKY

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 10, 2017

(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 that 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 ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIPNO. 68210P107


	1	NAME OF REPORTING PERSON

			BLR Partners LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			TEXAS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,000,000
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					1,000,000
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,000,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			PN

CUSIPNO. 68210P107


	1	NAME OF REPORTING PERSON

			BLRPart, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			TEXAS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,000,000
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					1,000,000
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,000,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			PN

CUSIPNO. 68210P107


	1	NAME OF REPORTING PERSON

			BLRGP Inc.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			TEXAS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,000,000
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					1,000,000
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,000,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			CO

CUSIPNO. 68210P107


	1	NAME OF REPORTING PERSON

			Fondren Management, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			TEXAS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,000,000
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					1,000,000
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,000,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			PN

CUSIPNO. 68210P107


	1	NAME OF REPORTING PERSON

			FMLP Inc.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			TEXAS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,000,000
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					1,000,000
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,000,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			CO

CUSIPNO. 68210P107


	1	NAME OF REPORTING PERSON

			The Radoff Family Foundation
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	SOURCE OF FUNDS


	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			TEXAS
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			0%
	14	TYPE OF REPORTING PERSON

			CO

CUSIPNO. 68210P107


	1	NAME OF REPORTING PERSON

			Bradley L. Radoff
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☒

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,000,000
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER

					1,000,000
			10	SHARED DISPOSITIVE POWER

					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,000,000
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			4.4%
	14	TYPE OF REPORTING PERSON

			IN

CUSIPNO. 68210P107

NAME OF REPORTING PERSON

Joshua E. Schechter

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SEC USE ONLY

SOURCE OF FUNDS

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

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

32,500

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

573

PERSON WITH

SOLE DISPOSITIVE POWER

32,500

SHARED DISPOSITIVE POWER

573

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,073*

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

* Includes 573 Shares directly owned by Mr. Schechter’s spouse that Mr. Schechter may be deemed to beneficially own.

CUSIPNO. 68210P107

The following constitutes Amendment No. 1 the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by BLR Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 1,000,000 Shares owned directly by BLR Partners is approximately $15,901,803, including brokerage commissions.

The Shares beneficially owned by Mr. Schechter were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 33,073 Shares beneficially owned by Mr. Schechter, including the 573 Shares directly owned by his spouse, is approximately $489,731, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 22,478,928 Shares outstanding as of November 2, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 8, 2017.

BLR Partners

(a)

As of the close of business on November 10, 2017, BLR Partners beneficially owned 1,000,000 Shares.

Percentage: Approximately 4.4%

(b)

1. Sole power to vote or direct vote: 1,000,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,000,000
4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

BLRPart GP

(a)

BLRPart GP, as the general partner of BLR Partners, may be deemed the beneficial owner of the 1,000,000 Shares owned by BLR Partners.

Percentage: Approximately 4.4%

CUSIPNO. 68210P107

(b)

(c)

BLRPart GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

BLRGP

(a)

BLRGP, as the general partner of BLRPart GP, may be deemed the beneficial owner of the 1,000,000 Shares owned by BLR Partners.

Percentage: Approximately 4.4%

(b)

(c)

BLRGP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Fondren Management

(a)

Fondren Management, as the investment manager of BLR Partners, may be deemed the beneficial owner of the 1,000,000 Shares owned by BLR Partners.

Percentage: Approximately 4.4%

(b)

(c)

Fondren Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

FMLP

(a)

FMLP, as the general partner of Fondren Management, may be deemed the beneficial owner of the 1,000,000 Shares owned by BLR Partners.

Percentage: Approximately 4.4%

CUSIPNO. 68210P107

(b)

(c)

FMLP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Radoff Foundation

(a)

As of the close of business on November 10, 2017, Radoff Foundation did not beneficially own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Radoff Foundation during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Mr. Radoff

(a)

Mr. Radoff, as the sole shareholder and sole director of each of BLRGP and FMLP and a director of Radoff Foundation, may be deemed the beneficial owner of the 1,000,000 Shares owned by BLR Partners.

Percentage: Approximately 4.4%

(b)

(c)

Mr. Radoff has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of BLR Partners and Radoff Foundation during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Mr. Schechter:

(a)

As of the close of business on November 10, 2017, Mr. Schechter beneficially owned 33,073 Shares, including 573 Shares directly owned by his spouse.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 32,500
2. Shared power to vote or direct vote: 573
3. Sole power to dispose or direct the disposition: 32,500
4. Shared power to dispose or direct the disposition: 573

(c)

The transactions in the Shares by Mr. Schechter during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

(e)

As of November 10, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.

CUSIPNO. 68210P107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2017

BLR Partners LP

By:	BLRPart, LP General Partner

By:	BLRGP Inc. General Partner

By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

BLRPart, LP

By:	BLRGP Inc. General Partner

By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

BLRGP Inc.


By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

Fondren Management, LP

By:	FMLP Inc. General Partner

By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

CUSIPNO. 68210P107

FMLP Inc.


By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Sole Director

The Radoff Family Foundation


By:	/s/ Bradley L. Radoff
	Name:	Bradley L. Radoff
	Title:	Director

	/s/ Bradley L. Radoff
	Bradley L. Radoff

	/s/ Joshua E. Schechter
	Joshua E. Schechter

CUSIPNO. 68210P107

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Nature of Transaction

Securities

Purchased/(Sold)

Price per Share ($)

Date of

Purchase / Sale

BLR Partners LP

Purchase of Common Stock	3,000	16.3898	09/11/2017
Purchase of Common Stock	8,000	16.3005	09/13/2017
Purchase of Common Stock	1,000	16.2975	09/14/2017
Purchase of Common Stock	11,000	16.3374	09/20/2017
Purchase of Common Stock	5,000	16.2519	09/21/2017
Purchase of Common Stock	5,000	16.3000	09/22/2017
Purchase of Common Stock	7,000	16.1975	09/25/2017
Purchase of Common Stock	2,000	16.5563	09/26/2017
Purchase of Common Stock	5,000	16.5899	10/04/2017
Sale of Common Stock	(198,698)	21.8488	11/09/2017
Sale of Common Stock	(195,302)	21.8250	11/10/2017

the RADOFF FAMILY FOUNDATION

Sale of Common Stock

(20,000)

22.2048

10/11/2017

Joshua E. Schechter

Sale of Common Stock	(1,900)	22.0250	10/24/2017
Sale of Common Stock	(2,100)	22.0103	10/24/2017
Sale of Common Stock	(1,000)	22.0000	10/24/2017
Sale of Common Stock	(5,000)	22.0100	10/24/2017

OMEGA PROTEIN CORP SC 13D/A