SEC Form 4 · accession 0001104659-18-039688

Euronav MI II Inc. · GNRT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Euronav NV, ("Euronav"), Euronav MI Inc., a direct wholly-owned subsidiary of Euronav ("Merger Sub"), and GNRT are parties to the Agreement and Plan of Merger, dated as of December 20, 2017 (the "Merger Agreement"), pursuant to which Merger Sub merged with and into GNRT with GNRT as the surviving company and a wholly owned subsidiary of Euronav ("Surviving Corporation"). Pursuant to the Merger Agreement, each issued and outstanding Gener8 common share was canceled and exchanged for the right to receive 0.7272 of a Euronav ordinary share in the following manner: (i) each Gener8 common share was converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation and (ii) each such share of the Surviving Corporation was contributed to Euronav in exchange for 0.7272 of a Euronav ordinary share.
• F2This Form 4 is being filed by (i) FIE, (ii) Oaktree Capital Management, L.P. ("OCM LP"), in its capacity as the managing member of FIE, (iii) Oaktree Holdings, Inc, ("Holdings") in its capacity as the general partner of OCM LP, (iv) Oaktree Capital Group, LLC ("OCG"), in its capacity as the sole shareholder of Holdings, and (v) Oaktree Capital Group Holdings GP, LLC ("OCGH GP," and together with OCM LP, Holdings, and OCG, each a "Reporting Person" and collectively, the "Reporting Persons"), in its capacity as the manager of OCG.
• F3Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Concurrently with the filing of this Form 4, Mr. Pierce is filing a Form 4 with respect to the securities reported herein. Pursuant to the policies of OCM LP, Mr. Pierce must hold the securities on behalf of and for the benefit of FIE and is assigning all economic, pecuniary and voting rights to FIE. The Reporting Persons disclaim beneficial ownership of these securities, and the filing of this Form 4 shall not be construed as an admission that such persons are beneficial owners of such securities covered by this Form 4, except to the extent of any indirect pecuniary interest therein.
• F4OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
• F5As a result of Mr. Pierce's position as Managing Director of OCM LP and director of GNRT, the Reporting Persons may be deemed directors by deputization.
• F6Each restricted stock unit represents a contingent right to receive one share of GNRT common stock, or in the sole discretion of GNRT's Compensation Committee, the cash value of a share of GNRT common stock on the date that the restricted stock unit vests.
• F7Pursuant to the Merger Agreement, each restricted stock unit of GNRT became fully vested and was terminated and canceled in exchange for the right to receive 0.7272 of a Euronav ordinary share in the following manner: (i) each GNRT restricted stock unit was converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation and (ii) each such share of the Surviving Corporation was contributed to Euronav in exchange for 0.7272 of a Euronav ordinary share, such ordinary shares of Euronav having a market value of $9.20 per share on the effective date of the merger.

Remarks

Related Form 4s are also being filed by OCM Marine Holdings TP, L.P., Opps Marine Holdings TP, L.P. and Adam Pierce.