SEC Form 4 · accession 0001140361-15-028212
Baltic Trading Ltd · BALT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Genco Investments LLC
10% Owner
Period of report
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 9:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001474042
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 17, 2015 | A | 100 | — | A | 100 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B StockF3,F2 | — | Jul 17, 2015 | D | 6,356,471 | D | — | — | Common Stock | 6,356,471 | 0 | D |
Explanation of responses
- F1On July 17, 2015 (the "Effective Date"), Poseidon Merger Sub Limited ("Merger Sub"), a Marshall Islands corporation and wholly owned subsidiary of Genco Shipping & Trading Limited ("Genco"), a Marshall Islands corporation, merged (the "Merger") with and into Baltic Trading Limited ("Baltic Trading") with Baltic Trading surviving the Merger as a wholly owned subsidiary of Genco pursuant to that certain Agreement and Plan of Merger, dated as of April 7, 2015, as amended (the "Merger Agreement") by and among Merger Sub, Genco and Baltic Trading. Pursuant to the Merger Agreement, each share of common stock of Merger Sub, all of which were owned by Genco Investments LLC ("Genco Investments"), was converted into one share of common stock of Baltic Trading on the Effective Date.
- F2Genco Investments disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission that Genco Investments has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
- F3Each share of Class B Stock was convertible at any time at the option of the holder into one share of Common Stock, for no additional consideration. Pursuant to the Merger Agreement, each share of Class B Stock was cancelled on the Effective Date.