SEC Form 4 · accession 0000899243-18-016354
Euronav MI II Inc. · GNRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Jun 12, 2018
Accepted (ET)
Jun 13, 2018 · 4:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001443799
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 12, 2018 | D | 7,842,929 | — | D | 0 | I | Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Euronav MI II Inc. (formerly known as Gener8 Maritime, Inc.) (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMCM disclaims such beneficial ownership, except to the extent of its pecuniary interest.
- F2BMCM is the investment manager of certain private investment funds (the "Funds") that were direct beneficial owners of Common Stock prior to the Merger (as defined below). BMCM, although it directed the voting and disposition of the Common Stock held by the Funds, only received an asset-based fee relating to the Common Stock held by the Funds.
- F3On June 12, 2018 the Funds disposed of 7,842,929 shares of Common Stock in connection with a merger (the "Merger") of the Issuer with Euronav MI Inc., a wholly-owned subsidiary of Euronav NV ("Euronav"), in exchange for approximately 5,703,378 ordinary shares, no par value per share, of Euronav having a market value of $9.15 per share on the effective date of the Merger.
Remarks
Ethan Auerbach, a former Portfolio Manager and Partner of BMCM, served as a member of the board of directors of the Issuer as the representative of BMCM. In connection therewith, BMCM may have been deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Exchange Act. As a result, BMCM is listed a "Reporting Person" in Item 1 and the "Director" box is marked in Item 5 of this Form 4.