INNOSPEC INC. — Director's Dealing 2011

Feb 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INNOSPEC INC. (IOSP)
CIK: 0001054905
Period of Report: 2011-02-04

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 25 Overseas Master Fund, L.P. (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
2011-02-04	Common Stock, par value $.01 per share	J	56895	—	Disposed	3008651	Indirect
2011-02-04	Common Stock, par value $.01 per share	J	56895	—	Acquired	3008651	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 25 Overseas Master Fund, L.P., a Cayman Islands limited partnership ("T25"), 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 T25; and (b) TAA, the general partner of TCP 2.

F2: On February 4, 2011, T25 distributed 56,895 shares of Common Stock to TCP 2. These shares were distributed to TCP 2 in connection with the ongoing wind-down of T25.

F3: Mr. Gendell, TCM, TAA and T25 directly own 0 shares of Common Stock, TCP directly owns 1,590,133 shares of Common Stock and TCP 2 directly owns 1,418,518 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, and the securities distributed by T25 may be deemed to have been 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, T25, 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 and T25. 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.