SEC Form 4 · accession 0001104659-18-039692

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

• F1Disposed of pursuant to a merger agreement among GNRT, Euronav NV ("Euronav") and Euronav MI Inc., a direct wholly owned subsidiary of Euronav, whereby each GNRT Common Share will be exchanged for 0.7272 ordinary shares of Euronav, such ordinary shares of Euronav having a market value of $9.20 per share on the effective date of the merger. GNRT Common Stock entitled to a fraction of a Euronav ordinary share will be entitled to receive an amount of cash (without interest, rounded to the nearest whole cent) determined by a formula outlined in the merger agreement.
• F2Opps Marine Holdings TP, L.P. ("Opps Marine") directly owns the GNRT Common Stock. This Form 4 is also being filed by: (i) Oaktree Fund GP 2A, Ltd. ("Fund GP") in its capacity as the general partner of Opps Marine; (ii) Oaktree Capital Management, L.P. ("OCM LP") in its capacity as the sole director of Fund GP; (iii) Oaktree Holdings, Inc. ("OH") in its capacity as the general partner of OCM LP; (iv) Oaktree Capital Group, LLC ("OCG") in its capacity as the sole shareholder of OH; (v) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly appointed manager of OCG (each a "Reporting Person" and, collectively, the "Reporting Persons").
• F3Each Reporting Person disclaims beneficial ownership of all Common Stock reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any Common Stock covered by this Form 4.
• F4OCGH GP is a limited liability company managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Common Stock held directly by Opps Marine. Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock held directly by OCM Marine, except to the extent of his respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Stock covered by this Form 4.

Remarks

Related Form 4s are also being filed by OCM Marine Holdings TP, L.P., OCM FIE, LLC and Adam Pierce. Adam Pierce, a managing director at OCM LP, serves on the board of directors of GNRT and, as a result, the Reporting Persons may be deemed directors by deputization.