SEC Form 4 · accession 0000902664-16-008995
GENCO SHIPPING & TRADING LTD · GNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 16, 2016
Accepted (ET)
Dec 5, 2016 · 6:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001326200
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Pfd Stock ("Series A Preferred Stock")F2,F3,F9,F10,F11,F12,F13,F1 | $4.85 | Nov 16, 2016 | P | 57,350 | A | — | — | Common Stock, par value $0.01 per share ("Common Stock") | 57,350 | 932,647 | I |
| Series A Preferred StockF2,F4,F9,F10,F11,F12,F13,F1 | $4.85 | Nov 16, 2016 | P | 11,650 | A | — | — | Common Stock | 11,650 | 189,258 | I |
| Series A Preferred StockF2,F5,F9,F10,F11,F12,F13,F1 | $4.85 | Nov 16, 2016 | P | 127,800 | A | — | — | Common Stock | 127,800 | 2,078,493 | I |
| Series A Preferred StockF2,F6,F9,F10,F11,F12,F13,F1 | $4.85 | Nov 16, 2016 | P | 70,400 | A | — | — | Common Stock | 70,400 | 1,144,768 | I |
| Series A Preferred StockF2,F7,F9,F10,F11,F12,F13,F1 | $4.85 | Nov 16, 2016 | P | 231,100 | A | — | — | Common Stock | 231,100 | 3,758,248 | I |
| Series A Preferred StockF2,F8,F9,F10,F11,F12,F13,F1 | $4.85 | Nov 16, 2016 | P | 1,700 | A | — | — | Common Stock | 1,700 | 27,514 | I |
Explanation of responses
- F1The shares of Series A Preferred Stock shall automatically, without any action by the holder of the Series A Preferred Stock, convert into Common Stock as of the close of business on the date on which Genco Shipping & Trading Limited, a Marshall Islands corporation ("Genco") obtains the approval of its stockholders of the proposals to issue Common Stock upon conversion of the Series A Preferred Stock for purposes of Rule 312 of the NYSE Listed Company Manual.
- F10Centerbridge Special Credit Partners General Partner II (Cayman), L.P. ("CSCPGP II Cayman") is the general partner of Special Credit Partners II AIV, and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II AIV. Centerbridge Special Credit Partners General Partner II, L.P., ("CSCPGP II") is the general partner of Special Credit Partners II and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II. CSCP II Cayman GP Ltd. ("CSCP II Cayman Ltd.") is the general partner of each of CSCPGP II Cayman, and CSCGP II, and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II AIV and Special Credit Partners II.
- F11Centerbridge Associates II (Cayman), L.P. ("CA II Cayman") is the general partner of Capital Partners II, and as such, it may be deemed to beneficially own the securities held by Capital Partners II. CCP II Cayman GP Ltd. ("CCP II Cayman Ltd.") is the general partner of each of CA II Cayman and Capital Partners SBS II, and as such, it may be deemed to beneficially own the securities held by Capital Partners II and Capital Partners SBS II. Mark T. Gallogly and Jeffrey H. Aronson, indirectly, through various intermediate entities control each of the Centerbridge Funds, and, as such, Mark T. Gallogly and Jeffrey H. Aronson may be deemed to beneficially own the securities held by the Centerbridge Funds.
- F12For purposes of this filing, "Reporting Persons" means, as applicable, Special Credit Partners II AIV, Special Credit Partners II, Credit Partners Master, Credit Partners, Capital Partners II, Capital Partners SBS II, Onshore GP, Offshore GP, Credit GP, CSCPGP II Cayman, CSCPGP II, CSCP II Cayman Ltd., CA II Cayman, CCP II Cayman Ltd., Mr. Aronson and Mr. Gallogly.
- F13The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein and each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Act, except to the extent of such Reporting Person's pecuniary interest therein.
- F2The shares of Series A Preferred were issued to the Centerbridge funds in consideration for their agreement to provide a backstop commitment to the Company.
- F3These shares of Series A Preferred Stock are held by Centerbridge Special Credit Partners II AIV IV (Cayman), L.P. ("Special Credit Partners II AIV").
- F4These shares of Series A Preferred Stock are held by Centerbridge Special Credit Partners II, L.P. ("Special Credit Partners II").
- F5These shares of Series A Preferred Stock are held by Centerbridge Credit Partners Master, L.P. ("Credit Partners Master").
- F6These shares of Series A Preferred Stock are held by Centerbridge Credit Partners, L.P. ("Credit Partners").
- F7These shares of Series A Preferred Stock are held by Centerbridge Capital Partners II (Cayman) L.P. ("Capital Partners II").
- F8These shares of Common Stock are held by Centerbridge Capital Partners SBS II (Cayman) L.P. ("Capital Partners SBS II" and, together with Credit Partners, Credit Partners Master, Special Credit Partners II, Special Credit Partners II AIV and Capital Partners II, the "Centerbridge Funds").
- F9Centerbridge Credit Partners General Partner, L.P. ("Onshore GP") is the general partner of Credit Partners, and, as such, it may be deemed to beneficially own the securities held by Credit Partners. Centerbridge Credit Partners Offshore General Partner, L.P. ("Offshore GP") is the general partner of Credit Partners Master, and, as such, it may be deemed to beneficially own the securities held by Credit Partners Master. Centerbridge Credit Cayman GP Ltd. ("Credit GP ") is the general partner of each of Onshore GP and Offshore GP, and, as such, it may be deemed to beneficially own the securities held by Credit Partners and Credit Partners Master.
Remarks
To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.