SEC Form 4 · accession 0001140361-15-028220
GENCO SHIPPING & TRADING LTD · GNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter C Georgiopoulos
Director
Period of report
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 9:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001326200
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 17, 2015 | A | 422,899 | — | A | 1,255,850 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant | $25.91 | holding | — | — | — | Aug 7, 2015 | Aug 7, 2020 | Common Stock | 1,785,498 | 1,785,498 | D |
| Warrant | $28.73 | holding | — | — | — | Aug 7, 2015 | Aug 7, 2020 | Common Stock | 1,850,257 | 1,850,257 | D |
| Warrant | $34.19 | holding | — | — | — | Aug 7, 2015 | Aug 7, 2020 | Common Stock | 2,782,341 | 2,782,341 | D |
| Warrant | $20.99 | holding | — | — | — | Jul 9, 2014 | Jul 9, 2021 | Common Stock | 380,127 | 380,127 | D |
| Warrant | $20.99 | holding | — | — | — | Jul 9, 2014 | Jul 9, 2021 | Common Stock | 39,304 | 39,304 | I |
Explanation of responses
- F1Represents 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.