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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant | $ 25.91 | 08/07/2015 | 08/07/2020 | Common Stock | 476,133 | 476,133 | D | ||||||||
Warrant | $ 28.73 | 08/07/2015 | 08/07/2020 | Common Stock | 493,402 | 493,402 | D | ||||||||
Warrant | $ 34.19 | 08/07/2015 | 08/07/2020 | Common Stock | 741,958 | 741,958 | D | ||||||||
Warrant | $ 20.99 | 07/09/2014 | 07/09/2021 | Common Stock | 26,533 | 26,533 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WOBENSMITH JOHN C C/O GENCO SHIPPING & TRADING LIMITED 299 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10171 |
President and Secretary |
/s/ John C. Wobensmith | 07/21/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents shares acquired pursuant to that certain Agreement and Plan of Merger, dated as of April 7, 2015, as amended (the "Merger Agreement") by and among Genco Shipping & Trading Limited ("Genco"), Baltic Trading Limited, a Marshall Islands corporation ("Baltic Trading"), and Poseidon Merger Sub Limited, a Marshall Islands corporation and wholly owned subsidiary of Genco ("Merger Sub"), pursuant to which Merger Sub merged with and into Baltic Trading, with Baltic Trading surviving the Merger as a wholly owned subsidiary of Genco (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each of the reporting person's shares of Baltic Trading common stock was cancelled in exchange for the right to receive 0.216 shares of Genco common stock. |
(2) | These shares were sold under instructions given in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in order to satisfy the reporting person's tax obligations for restricted shares of common stock of Baltic Trading that vested on July 17, 2015 and were converted into shares of Genco in connection with the Merger. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.30 to $7.60 (inclusive) on 7/17/15, from $6.85 to $7.74 (inclusive) on 7/20/15, and from $7.455 to $7.77 (inclusive) on 7/21/15. The reporting person undertakes to provide to Genco, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |