FutureFuel Corp. — Major Shareholding Notification 2009

Feb 17, 2009

SC 13G/A 1 a09-5490_21sc13ga.htm SC 13G/A

| UNITED

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

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b) (Amendment No. 1 ) 1

FutureFuel Corporation

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

36116M106

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

The information required in 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. 36116M106 — 1.	Names of Reporting Persons 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.	Citizenship or Place of
Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 3,827,680
	6.	Shared Voting Power 89,100
	7.	Sole Dispositive Power 3,968,280
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 3,968,280
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 13.3
12.	Type of Reporting Person
(See Instructions) IN

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| CUSIP No. 36116M106 — 1. | Names of Reporting Persons Dorset Management Corporation I.R.S. Identification No. of Above Persons (Entities Only) 11-2873658 | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | x | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization New York | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 3,827,680 | | | 6. | Shared Voting Power 89,100 | | | 7. | Sole Dispositive Power 3,968,280 | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,968,280 | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 13.3 | | | 12. | Type of Reporting Person (See Instructions) CO | |

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CUSIP No. 36116M106 — 1.	Names of Reporting Persons 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.	Citizenship or Place of
Organization New York
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 1,703,800
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 1,703,800
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 1,703,800
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 5.9%
12.	Type of Reporting Person
(See Instructions) PN

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Item 1.	(a)	Name of Issuer
	(b)	Address of Issuer’s
Principal Executive Offices
Item 2.
	(a)	Name of Person Filing David M. Knott; Dorset Management Corporation; Knott Partners, L.P.
	(b)	Address of Principal
Business Office or, if none, Residence
	(c)	Citizenship David M. Knott - United States of America; Dorset Management
Corporation – New York; Knott Partners, L.P. – New
Jersey
	(d)	Title of Class of
Securities Common Stock, $0.0001 Par Value and Warrants to purchase Common Stock
	(e)	CUSIP Number 36116M106
Item 3.	If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	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);
	(j)	x	A non-U.S. institution in
accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with
§ 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution:____________________________

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially
owned: David M. Knott; Dorset
Management Corporation; Knott Partners, L.P. See Rows 5 through 9 and
11 on the corresponding page for each reporting person. As of the date of this
filing, each Reporting Person may be deemed to be the beneficial owner of the
number of shares of Common Stock and Warrants of FutureFuel Corporation (the
“Company”) set forth on Row 9 of the corresponding page of this Schedule 13G
for such Reporting Person. Each
Warrant entitles the holder to purchase one share of the Company’s Common
Stock at a price of $5.00. Each
Warrant is currently exercisable and will expire on March 4, 2011, or earlier
upon redemption.
	(b)	Percent of class:
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote
		(ii)	Shared power to vote or to
direct the vote
		(iii)	Sole power to dispose or
to direct the disposition of
		(iv)	Shared power to dispose or
to direct the disposition of
Item 5.	Ownership of Five Percent or Less
of a Class
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 NA.
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 or Control Person
Item 8.	Identification and Classification
of Members of the Group
Item 9.	Notice of Dissolution of Group

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Item 10.
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. 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.

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 17, 2009
Date
/s/ David M. Knott
Signature
DORSET MANAGEMENT CORPORATION By: /s/ David M. Knott, President
Name/Title

Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).

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