INNOSPEC INC. — Director's Dealing 2011

Jun 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INNOSPEC INC. (IOSP)
CIK: 0001054905
Period of Report: 2011-06-07

Reporting Person: GENDELL JEFFREY L ET AL (10% Owner)
Reporting Person: TONTINE CAPITAL PARTNERS L P (10% Owner)
Reporting Person: TONTINE CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P. (10% Owner)
Reporting Person: TONTINE ASSET ASSOCIATES, L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-07	Common Stock, par value $.01 per share	S	39908	$32.5953	Disposed	2768743	Indirect
2011-06-08	Common Stock, par value $.01 per share	S	57592	$32.4953	Disposed	2711151	Indirect
2011-06-09	Common Stock, par value $.01 per share	S	27500	$32.6354	Disposed	2683651	Indirect

Footnotes

F1: This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA") and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP; and (b) TAA, the general partner of TCP 2.

F2: On June 7, 2011, TCP 2 sold 39,908 shares of Common Stock at a price of $32.5953 per share. On June 8, 2011, TCP 2 sold 57,592 shares of Common Stock at a price of $32.4953 per share. On June 9, 2011, TCP 2 sold 27,500 shares of Common Stock at a price of $32.6354 per share.

F3: Mr. Gendell, TCM and TAA directly own 0 shares of Common Stock, TCP directly owns 1,590,133 shares of Common Stock and TCP 2 directly owns 1,093,518 shares of Common Stock.

F4: All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. The foregoing securities held by TCP may be deemed to be beneficially owned by TCM. The foregoing securities held by TCP 2 may be deemed to be beneficially owned by TAA.

F5: Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TCP 2 and TAA. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM or representing TCM's pro rata interest in, and interest in the profits of, TCP. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2.