Sec Form 13G Filing - TONTINE CAPITAL PARTNERS L P filing for INNOSPEC INC. (IOSP) - 2011-06-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 45768S105

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Capital Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
1,590,133

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
1,590,133

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,590,133

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)
6.7%

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 45768S105

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Capital Management, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
1,590,133

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
1,590,133

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
1,590,133

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)
6.7%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 45768S105

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Capital Overseas Master Fund II, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
988,518

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
988,518

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
988,518

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)
4.2%

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 45768S105

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tontine Asset Associates, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
988,518

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
988,518

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
988,518

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)
4.2%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 45768S105

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jeffrey L. Gendell

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
2,578,651

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
2,578,651

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,578,651

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)
10.9%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
The name of the issuer is Innospec Inc. (the “Company”).

(b)

Address of Issuer’s Principal Executive Offices
The Company’s principal executive offices are located at 8375 South Willow Street, Littleton, Colorado 80124.

Item 2.

(a)

Name of Person Filing
This Statement is filed by:

(i) Tontine Capital Partners, L.P., a Delaware limited partnership (“TCP”), with respect to the shares of Common Stock directly owned by it;

(ii) Tontine Capital Management, L.L.C., a Delaware limited liability company (“TCM”), with respect to the shares of Common Stock directly owned by TCP;

(iii) Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership (“TCP 2”), with respect to shares of Common Stock directly owned by it;

(iv)  Tontine Asset Associates, L.L.C., a Delaware limited liability company (“TAA”), with respect to the shares of Common Stock directly owned by TCP 2; and

(v) Jeffrey L. Gendell (“Mr. Gendell”) with respect to the shares of Common Stock directly owned by each of TCP and TCP 2.

TCP, TCM, TCP 2, TAA and Mr. Gendell are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business and principal office of each of TCP, TCM, TCP 2 and TAA is 55 Railroad Avenue, Greenwich, Connecticut 06830.  The business address of Mr. Gendell is 55 Railroad Avenue, Greenwich, Connecticut 06830.

(c)

Citizenship
TCP is a limited partnership organized under the laws of the State of Delaware.  Each of TCM and TAA is a limited liability company organized under the laws of the State of Delaware.  TCP 2 is a limited partnership organized under the laws of the Cayman Islands.  Mr. Gendell is a United States citizen.

(d)

Title of Class of Securities
Common Stock, $.01 par value (the “Common Stock”)

(e)

CUSIP Number
45768S105

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 associations 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)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(j).

Not Applicable.

Item 4.

Ownership

The following disclosure of share ownership by the Reporting Persons is as of the date of this Schedule 13G.

A. Tontine Capital Partners, L.P.

(a)  Aggregate number of shares beneficially owned:  1,590,133.

(b)  Percentage: 6.7%.  The percentages used herein and in the rest of Item 4 are calculated based upon 23,704,554 shares of Common Stock of the Company issued and outstanding as of May 6, 2011, as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2011.

(c)  1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote:  1,590,133

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  1,590,133

B.  Tontine Capital Management, L.L.C.

(a)  Aggregate number of shares beneficially owned:  1,590,133.

(b)  Percentage: 6.7%.

(c)  1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote:  1,590,133

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  1,590,133

C. Tontine Capital Overseas Master Fund II, L.P.

(a)  Aggregate number of shares beneficially owned:  988,518.

(b)  Percentage: 4.2%.

(c)  1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote:  988,51 8

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  988,518

D.  Tontine Asset Associates, L.L.C.

(a)  Aggregate number of shares beneficially owned:  988,518.

(b)  Percentage: 4.2%.

(c)  1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote:  988,518

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  988,518

E.  Jeffrey L. Gendell

(a)  Aggregate number of shares beneficially owned:  2,578,651.

(b)  Percentage: 10.9%.

(c)  1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote:  2,578,651

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition:  2,578,651

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 5 percent of the class of securities, check the following: o    Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

TCM, the general partner of TCP, has the power to direct the affairs of TCP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares.  Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations.  TAA, the general partner of TCP 2, has the power to direct the affairs of TCP 2, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares.  Mr. Gendell is the Managing Member of TAA and in that capacity directs its operations.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

See Item 2.

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Each of the Reporting Persons hereby makes the following certification:

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.

June 17, 2011

Date

/s/ Jeffrey L. Gendell

Signature

Jeffrey L. Gendell, individually, as managing member of Tontine Capital Management, L.L.C., the general partner of Tontine Capital Partners, L.P., and as managing member of Tontine Asset Associates, L.L.C., the general partner of Tontine Capital Overseas Master Fund II, L.P.

Name/Title