SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 1 )*
OM GROUP, INC.
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| (Name of Issuer) |
Common Stock
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| (Title of Class of Securities) |
670872100
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| (CUSIP Number) |
December 31, 2008
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| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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Rule
13d-1(b) |
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Rule
13d-1(c) |
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Rule
13d-1(d) |
| * |
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).
(Continued on following
pate(s))
Page 1 of 6 Pages
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| CUSIP No. |
670872100 |
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Page 2 of 6 Pages |
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WS Management, LLLP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
2,093,800
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
0
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
2,093,800
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,093,800
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.87%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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| CUSIP No. |
670872100 |
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Page 3 of 6 Pages |
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| Item 1(a). |
Name
of Issuer: |
OM Group, Inc.
| Item 1(b). |
Address
of Issuer’s Principal Executive Offices: |
127 Public Square
1500
Key Tower
Cleveland, Ohio 44114
| Item 2(a). |
Name
of Person Filing: |
WS Management, LLLP
| Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
225 Water Street, Suite
1987
Jacksonville, Florida 32202
Florida
| Item 2(d). |
Title
of Class or Securities: |
Common Stock
670872100
| Item 3. |
If this statement
is filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c), check
whether the person filing is a: |
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Broker or
dealer registered under section 15 of the Act (15 U.S.C. 78o) |
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Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c) |
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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An investment
adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
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An employee
benefit plan or endowment fund in accordance with § 240.13d- 1(b)(1)(ii)(G) |
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| CUSIP No. |
670872100 |
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Page 4 of 6 Pages |
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A parent
holding company or control person in accordance with § 240.13d- 1(b)(1)(ii)(G) |
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A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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A church
plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a- 3); |
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Group, in
accordance with § 240.13d-1(b)(1)(ii)(J). |
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(a) |
Amount
Beneficially Owned: |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: |
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(ii) |
shared
power to vote or to direct the vote: |
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(iii) |
sole
power to dispose or to direct the disposition of: |
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(iv) |
shared
power to dispose or to direct the disposition of: |
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
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If
this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following: |
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Instruction:
Dissolution of a group requires a response to this item. |
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| CUSIP No. |
670872100 |
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Page 5 of 6 Pages |
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| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
| Item 8. |
Identification
and Classification of Members of the Group. |
| Item 9. |
Notice
of Dissolution of Group. |
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(b) |
The
following certification shall be included if the statement is filed pursuant to
§240.13d-1(c): |
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By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect.
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| CUSIP No. |
670872100 |
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Page 6 of 6 Pages |
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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 13, 2009
Date
WS MANAGEMENT, LLLP
| By: |
/s/Gilchrist
B. Berg
Gilchrist B. Berg
General Partner |