SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Toffolon John E Jr (Last) (First) (Middle) 365 CANAL STREET, SUITE 2900 (Street) NEW ORLEANS LA 70130 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Westway Group, Inc. [ WWAY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/23/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/23/2012		X		33,334	A	$5	38,199(1)	D
Class A Common Stock	05/23/2012		F		27,918(2)	D	$5.97	10,281(1)	D
Class A Common Stock	05/23/2012		X		333,334	A	$5	333,334	I	By John E. Toffolon, Jr. Residuary Trust(3)
Class A Common Stock	05/23/2012		F		279,174(4)	D	$5.97	54,160	I	By John E. Toffolon, Jr. Residuary Trust(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	$5	05/23/2012		X			33,334	08/30/2010	05/24/2012	Class A Common Stock	33,334	$0	0	D
Warrants (right to buy)	$5	05/23/2012		X			333,334	08/30/2010	05/24/2012	Class A Common Stock	333,334	$0	0	I	By John E. Toffolon, Jr. Residuary Trust(3)

Explanation of Responses:

1. Does not include 50,800 shares held in escrow for Shermen WSC Holding LLC, of which the reporting person is a member, and which number of shares reflects the proportionate interest of the reporting person in Shermen WSC Holding LLC. The reporting person disclaims beneficial ownership of the 50,800 shares, except to the extent of his pecuniary interest therein.

2. Reflects 27,918 shares withheld by Issuer at a volume weighted average price for the 5 trading days immediately prior to the date of exercise of $5.97 per share to fund the cashless exercise of 33,334 warrants owned by Mr. Toffolon, which method of exercise was available to Mr. Toffolon pursuant to Amendment No. 1 to Founder Warrant Agreement dated August 30, 2010, between the issuer and Continental Stock Transfer & Trust Company, a copy of which is filed as Exhibit 4.1 to the issuer's Current Report on Form 8-K filed with the SEC on August 31, 2010 ("Amendment No. 1"). The terms of the warrants which included the ability to exercise on a cashless basis was approved by the Board of Directors of the Issuer in compliance with Rule 16b-3.

3. The reporting person, as agent and attorney-in-fact for Barbara L Toffolon, in her capacity as co-trustee of the John E. Toffolon, Jr. Residuary Trust (the "Trust"), shares the power to vote or direct the vote of and to dispose or direct the disposition of the shares of class A common stock of the issuer reported above with Mrs. Toffolon, co-trustee of the Trust, with BNY Mellon, N.A. ("BNY"), co-trustee of the Trust and with The Bank of New York Mellon Corporation, the parent holding company of BNY. The reporting person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein.

4. Reflects 279,174 shares withheld by Issuer at a volume weighted average price for the 5 trading days immediately prior to the date of exercise of $5.97 per share to fund the cashless exercise of 333,334 owned by the Trust, which method of exercise was available to the Trust pursuant to Amendment No. 1. The terms of the warrants which included the ability to exercise on a cashless basis was approved by the Board of Directors of the Issuer in compliance with Rule 16b-3.

	/s/ John E. Toffolon, Jr.	05/25/2012
	** Signature of Reporting Person	Date
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