Amended Statement of Beneficial Ownership (sc 13d/a)

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Westway Group, Inc.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

96169B100

(CUSIP Number)

 

David M. Knott

Chief Executive Officer

Dorsett Management Corporation

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

[phone]

 

With a copy to:

 

Howard A. Neuman, Esq.

Satterlee Stephens Burke & Burke LLP

230 Park Avenue

New York, NY 10169

[phone]

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

 

January 30, 2013

(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 o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §13d-7 (b) for other parties to whom copies are to be sent.

*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).

 

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CUSIP No.   96169B100						13D
	1	Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David M. Knott
	2	Check the Appropriate Box if a Member of a Group.(See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o
	6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power shares of Common Stock 0
			8	Shared Voting Power shares of Common Stock 0
			9	Sole Dispositive Power shares of Common Stock 0
			10	Shared Dispositive Power shares of Common Stock 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person shares of Common Stock 0
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o
	13	Percent of Class Represented by Amount in Row (11) 0%
	14	Type of Reporting Person (See Instructions) IN

 

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CUSIP No.   96169B100						13D
	1	Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Dorset Management Corporation 11-2873658
	2	Check the Appropriate Box if a Member of a Group.(See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o
	6	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power shares of Common Stock 0
			8	Shared Voting Power shares of Common Stock 0
			9	Sole Dispositive Power shares of Common Stock 0
			10	Shared Dispositive Power shares of Common Stock 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person shares of Common Stock 0
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     o
	13	Percent of Class Represented by Amount in Row (11) 0%
	14	Type of Reporting Person (See Instructions) CO

 

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	1	Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Knott Partners Offshore Master Fund, L.P.
	2	Check the Appropriate Box if a Member of a Group.(See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o
	6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power shares of Common Stock 0
			8	Shared Voting Power shares of Common Stock 0
			9	Sole Dispositive Power shares of Common Stock 0
			10	Shared Dispositive Power shares of Common Stock 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person shares of Common Stock 0
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o
	13	Percent of Class Represented by Amount in Row (11) 0%
	14	Type of Reporting Person (See Instructions) PN

 

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	1	Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Knott Partners, L.P.
	2	Check the Appropriate Box if a Member of a Group.(See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)      o
	6	Citizenship or Place of Organization New Jersey
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power shares of Common Stock 0
			8	Shared Voting Power shares of Common Stock 0
			9	Sole Dispositive Power shares of Common Stock 0
			10	Shared Dispositive Power shares of Common Stock 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person shares of Common Stock 0
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    o
	13	Percent of Class Represented by Amount in Row (11) 0%
	14	Type of Reporting Person (See Instructions) PN

 

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SCHEDULE 13D

 

Capitalized terms used herein without definition have the meanings ascribed to them in the Schedule 13D filed on September 9, 2010 (the “Schedule 13D”).

 

Item 1.                                                          Security and Issuer.

 

This statement is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to reflect the Reporting Persons’s disposition, as set forth in Item 5 below, of shares of the Company’s Class A Common Stock (the “Class A Common Stock”) as the result of the tender offer being reported on a Form 4 filed on even date herewith..

 

Item 2.                                                          Identity and Background.

 

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

 

Item 4.                                                          Purpose of Transaction.

 

Item 5.                                                          Interest in Securities of the Issuer.

 

This Item is being amended solely as follows:

 

(a) and (b)             Pursuant to Rule 13d-3, neither Mr. Knott nor DMC may be deemed have any further interest in any shares of the Company’s Stock.

 

(c)           No transactions in the class of securities reported on were effected during the past sixty days, except for the following disposition:  Pursuant to a redemption request by the sole shareholder (the “Redeeming Shareholder”) of the SRI Fund, on December 5, 2012, the SRI Fund made a distribution to the Redeeming Shareholder for no consideration of 12,814 shares of Class A Common Stock.

 

(e)           As of January 30, 2013, Mr. Knott , DMC and Knott Partners ceased to be the beneficial owner of more than five percent (5%) of the outstanding Class A Common Stock.

 

Item 6.                                                          Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 7.                                                          Material to be Filed as Exhibits.

 

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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.

 

		February 1 ,2013
		Date
		/s/ David M. Knott
		David M. Knott
		DORSET MANAGEMENT CORPORATION
		By:	David M. Knott
			David M. Knott, President

 

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