SEC Form 4 · accession 0001104659-18-039853

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 13, 2018 · 4:05 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 Stock^F1	Jun 12, 2018	D	9,584	—	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 Units^F3,F2	—	Jun 12, 2018	D	11,214	D	—	—	Common Stock	11,214	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.