SEC Form 4 · accession 0001104659-18-039846
Euronav MI II Inc. · GNRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Leonard J. Vrondissis
Officer — CFO, EVP and Secretary
Period of report
Jun 12, 2018
Accepted (ET)
Jun 13, 2018 · 4:02 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 | Jun 12, 2018 | D | 75,632 | — | D | 0 | D |
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,F2 | — | Jun 12, 2018 | D | 41,591 | D | — | — | Common Stock | 41,591 | 0 | D |
| Employee Stock Options (right to buy)F4,F5 | $4.69 | Jun 12, 2018 | D | 25,000 | D | — | Jan 5, 2024 | Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1Euronav NV, a Belgian corporation ("Euronav"), Euronav MI Inc., a Marshall Islands corporation and a direct wholly-owned subsidiary of Euronav ("Merger Sub"), and Gener8 Maritime, Inc., a Marshall Islands corporation ("Gener8"), 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 Gener8 (the "Merger"), with Gener8 as the surviving company and as a wholly owned subsidiary of Euronav ("Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), 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.
- F2Each 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.
- F3Pursuant to the Merger Agreement, at the Effective Time each then outstanding Gener8 restricted stock unit 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 Gener8 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.
- F4At the Effective Time, each outstanding Gener8 stock option was terminated and canceled in exchange for the right of the holder to be paid by the Surviving Corporation, immediately after the Effective Time (and in no event later than five (5) calendar days following the Effective Time), an amount in cash equal to the product of (a) the number of shares of Gener8 common stock subject to such Gener8 stock option immediately prior to the Closing Date (as defined in the Merger Agreement), and (b) the excess, if any, of the product of (i) the closing price per Euronav share on the New York Stock Exchange on the last trading day prior to the Effective Time and
- F5(ii) an amount equal to (I) the aggregate merger consideration of 60,815,764 Euronav shares divided by (II) the aggregate number of Gener8 common shares issued and outstanding immediately prior to the Effective Time or subject to Gener8 restricted stock units issued and outstanding immediately prior to the Effective Time, over the exercise price applicable to such shares of Gener8 common stock subject to such option.