SEC Form 4 · accession 0000899243-18-009499

International Seaways, Inc. · INSW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents shares of common stock of International Seaways, Inc. (the "Issuer") that were sold by BlueMountain Guadalupe Peak Fund L.P. ("Guadalupe"). Such shares of common stock that were sold by Guadalupe were acquired by Guadalupe in an in-kind, pro rata distribution for no consideration from BlueMountain Nautical LLC ("Nautical"). Guadalupe, as a holder of membership interests in Nautical, may be deemed to indirectly beneficially own the shares of common stock of the Issuer directly held by Nautical.
• F2Represents the aggregate amount of common stock of the Issuer directly held by Nautical following the transactions reported herein and the transactions reported in the Form 4 that was filed immediately before this Form 4.
• F3BlueMountain Capital Management, LLC ("BMCM"), as the non-member manager of Nautical and the investment manager of Guadalupe, has voting and investment power over the shares of common stock of the Issuer held by Nautical and Guadalupe and thus may be deemed to beneficially own such securities. BMCM only receives an asset-based fee relating to the shares of common stock of the Issuer held by Nautical. BlueMountain Long/Short Credit GP, LLC (the "General Partner") is the general partner of Guadalupe and has an indirect profits interest in common stock of the Issuer beneficially owned by Guadalupe. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of the General Partner, and thus has an indirect profits interest in common stock of the Issuer beneficially owned by Guadalupe.
• F4(Continued from Footnote 3) The filing of this Form 4 shall not be construed as an admission that Guadalupe, BMCM, GP Holdings or the General Partner is or was the beneficial owner of any shares of common stock of the Issuer for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and pursuant to Rule 16a-1(a)(4) under the Exchange Act, Guadalupe, BMCM, GP Holdings and the General Partner each disclaims such beneficial ownership except to the extent of their respective pecuniary interest.
• F5Represents shares of common stock of the Issuer that were sold by BlueMountain Kicking Horse Fund L.P. ("Kicking Horse"). Such shares of common stock that were sold by Kicking Horse were acquired by Kicking Horse in an in-kind, pro rata distribution for no consideration from Nautical. BMCM is the investment manager of Kicking Horse and has voting and investment power over any shares of common stock of the Issuer beneficially owned by Kicking Horse.
• F6Represents shares of common stock of the Issuer that were sold by Blue Mountain Credit Alternatives Master Fund L.P. ("Credit Alternatives"). Such shares of common stock that were sold by Credit Alternatives were acquired by Credit Alternatives in an in-kind, pro rata distribution for no consideration from Nautical. BMCM is the investment manager of Credit Alternatives and has voting and investment power over any shares of common stock of the Issuer beneficially owned by Credit Alternatives.
• F7Represents shares of common stock of the Issuer that were sold or purchased by BlueMountain Systematic Master Fund L.P. ("Systematic Master"). BMCM is the investment manager of Systematic Master and has voting and investment power over any shares of common stock of the Issuer beneficially owned by Systematic Master.
• F8Represents shares of common stock of the Issuer that were sold or purchased by BlueMountain Fursan Fund L.P. ("Fursan"). BMCM is the investment manager of Fursan and has voting and investment power over any shares of common stock of the Issuer beneficially owned by Fursan.
• F9The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices of $16.99 and $17.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Remarks

Due to the limitation on the number of transactions that may be reported on a single Form 4, this Form 4 is the second of two consecutive Form 4 filings.