SEC Form 3 · accession 0001405086-15-000177

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

• F1The shares of Common Stock (the "Common Stock") of Gener8 Maritime, Inc. (the "Issuer") are held directly by: (a) Avenue Investments, L.P., a Delaware limited partnership, Avenue COPPERS Opportunities Fund, L.P., a Delaware limited partnership, Avenue US/Europe Distressed Segregated Portfolio, a segregated portfolio of Avenue EnTrust Customized Portfolio SPC, a Cayman Islands exempted company registered as a segregated portfolio company, Avenue International Master, L.P., a Cayman Islands exempted limited partnership, Managed Accounts Master Fund Services-MAP 10, Avenue PPF Opportunities Fund, L.P., a Cayman Islands exempted limited partnership, and Avenue Special Situations Fund VI (Master), L.P., a Delaware limited partnership (collectively, the "U.S. Funds"); and [SEE FN 2 FOR CONTINUATION.]
• F2(b) Avenue Europe Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership, Avenue-SLP European Opportunities Fund, L.P., a Cayman Islands exempted limited partnership, Avenue Europe Special Situations Fund II (Euro), L.P., a Cayman Islands exempted limited partnership, and Avenue Europe Special Situations Fund II (U.S.), L.P., a Cayman Islands exempted limited partnership (collectively, the "Europe Funds," and together with the U.S. Funds, the "Funds"). Avenue Capital Management II, L.P., a Delaware limited partnership ("Avenue Capital Management"), is an investment adviser to each of the U.S. Funds, and Avenue Europe International Management, L.P., a Delaware limited partnership ("Avenue Europe International"), is an investment adviser to each of the Europe Funds. Avenue Capital Management II GenPar, LLC, a Delaware limited liability company, is the general partner of Avenue Capital Management. [SEE FN 3 FOR CONTINUATION.]
• F3Avenue Europe International Management GenPar, LLC, a Delaware limited liability company, is the general partner of Avenue Europe International. Marc Lasry is the managing member of Avenue Capital Management II GenPar, LLC and Avenue Europe International Management GenPar, LLC. Mr. Lasry is deemed to be the indirect beneficial owner of the securities reported by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended) is a fractional interest in such amount.
• F4The Issuer expects to complete an initial public offering of its Common Stock on June 24, 2015 (the "IPO closing"), after which the Issuer's shares of Common Stock will be registered in accordance with Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Prior to the IPO closing, the Issuer's outstanding common shares consisted of 64,990,335 shares of Common Stock. The Funds collectively held 7,212,814 shares of the Issuer's Common Stock prior to the IPO closing, or approximately 11.1% of the Issuer's then outstanding shares of Common Stock. The "10% Owner" box has been checked in Item 4 of this Form 3 because of the Funds' pre-IPO ownership of the Issuer's Common Stock. [SEE FN 5 FOR CONTINUATION.]
• F5However, after the IPO closing, the Issuer expects to have 79,990,335 shares of Common Stock issued and outstanding (or 82,240,335 shares of Common Stock if the Issuer's underwriters exercise their over-allotment option in connection with the Issuer's initial public offering in full). As a result, immediately after the IPO closing, the Funds are expected to collectively hold approximately 9.0% of the Issuer's outstanding shares of Common Stock (or 8.8% of the Issuer's outstanding shares of Common Stock if the Issuer's underwriters exercise their over-allotment option in connection with the Issuer's initial public offering in full). Assuming these expectations are accurate, Mr. Lasry will cease to be a "10% Owner" for purposes of Item 4 in this Form 3.

Remarks

Dan Ilany is a director of the Issuer. Mr. Ilany is also a Senior Vice President at Avenue Capital Management. Mr. Illany serves as a director of the Issuer at the behest of Avenue Capital Management, which is an affiliate under common control with Avenue Europe International. In connection therewith, each of Avenue Capital Management and Avenue Europe International may be deemed to be directors of the Issuer solely for purposes of Section 16(a) of the Exchange Act. As a result, each of Avenue Capital Management and Avenue Europe International is listed as a "Reporting Person" in Item 1 and the "Director" box is marked in Item 4 of this Form 3. Exhibit 24-Power of Attorney for Marc Lasry, dated February 11, 2010 (incorporated by reference to Exhibit 18 to the filing on Schedule 13G relating to beneficial ownership of shares of common stock, par value $0.01 per share, of Spectrum Brand Holdings, Inc., filed with the Securities and Exchange Commission on June 25, 2010).