SEC Form 4 · accession 0001140361-15-028221
GENCO SHIPPING & TRADING LTD · GNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Wobensmith
Officer — President and Secretary
Period of report
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 9:16 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 | 197,633 | — | A | 419,753 | D | |
| Common StockF2,F3 | Jul 17, 2015 | S | 1,460 | $7.4564 | D | 418,293 | D | |
| Common StockF2,F3 | Jul 20, 2015 | S | 18,393 | $7.3478 | D | 399,900 | D | |
| Common StockF2,F3 | Jul 21, 2015 | S | 23,100 | $7.6599 | D | 376,800 | 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 | 476,133 | 476,133 | D |
| Warrant | $28.73 | holding | — | — | — | Aug 7, 2015 | Aug 7, 2020 | Common Stock | 493,402 | 493,402 | D |
| Warrant | $34.19 | holding | — | — | — | Aug 7, 2015 | Aug 7, 2020 | Common Stock | 741,958 | 741,958 | D |
| Warrant | $20.99 | holding | — | — | — | Jul 9, 2014 | Jul 9, 2021 | Common Stock | 26,533 | 26,533 | D |
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.
- F2These 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.
- F3The 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.