SEC Form 4 · accession 0001104659-18-039690
Euronav MI II Inc. · GNRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam Pierce
Director
Period of report
Jun 12, 2018
Accepted (ET)
Jun 12, 2018 · 8:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001443799
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1,F2 | — | Jun 12, 2018 | D | 11,214 | D | — | — | Common Stock | 11,214 | 0 | D |
Explanation of responses
- F1Each 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.
- F2Euronav 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 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.
- F3The reporting person is a Managing Director of Oaktree Capital Management, L.P. ("OCM LP"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, and a director of GNRT. Pursuant to the policies of OCM LP, Mr. Pierce must hold the securities on behalf of and for the benefit of OCM FIE, LLC ("FIE") and is assigning all economic, pecuniary and voting rights to FIE. The reporting person disclaims beneficial ownership of these securities, and the filing of this Form 4 shall not be construed as an admission that such person is the beneficial owner of any securities covered by this Form 4, except to the extent of any indirect pecuniary interest therein.
Remarks
Related Form 4s are also being filed by OCM Marine Holdings TP, L.P., Opps Marine Holdings TP, L.P. and FIE.