SEC Form 4 · accession 0001140361-15-028619
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 22, 2015
Accepted (ET)
Jul 24, 2015 · 9:00 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,F2 | Jul 22, 2015 | S | 26,479 | $7.4479 | D | 350,321 | D | |
| Common StockF1,F2 | Jul 23, 2015 | S | 2,928 | $7.5215 | D | 347,393 | 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
- F1These 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 Limited ("Baltic Trading") that vested on July 17, 2015 and were converted into shares of Genco Shipping & Trading Limited ("Genco") pursuant to that certain Agreement and Plan of Merger, dated as of April 7, 2015, as amended, by and among Genco, Baltic Trading, a Marshall Islands corporation 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.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.30 to $7.616 (inclusive) on 7/22/15 and from $7.46 to $7.58 (inclusive) on 7/23/15. 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.