SEC Form 4/A · accession 0001140361-17-010924
International Seaways, Inc. · INSW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Lois K Zabrocky
Officer — President and CEO
Period of report
Nov 30, 2016
Accepted (ET)
Mar 7, 2017 · 5:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001679049
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, no par value per shareF1 | Nov 30, 2016 | J | 1,494 | — | A | 1,494 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $30.93 | Nov 30, 2016 | A | 14,942 | A | — | Sep 28, 2024 | Common Stock | 14,942 | 14,942 | D |
| Stock Option (Right to Buy)F3 | $19.04 | Nov 30, 2016 | A | 24,474 | A | — | Mar 29, 2026 | Common Stock | 24,474 | 24,474 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Nov 30, 2016 | A | 2,079 | A | — | — | Common Stock | 2,079 | 2,079 | D |
| Restricted Stock UnitsF6,F7 | $0.00 | Nov 30, 2016 | A | 9,193 | A | — | — | Common Stock | 9,193 | 9,193 | D |
| Restricted Performance Stock UnitsF8,F9 | $0.00 | Nov 30, 2016 | A | 2,335 | A | — | — | Common Stock | 2,335 | 2,335 | D |
Explanation of responses
- F1The Reporting Person received these shares of Common Stock of International Seaways, Inc. ("INSW") as a result of the distribution on November 30, 2016 of 0.3333 shares of common stock of INSW for every one share of Class A Common Stock of Overseas Shipholding Group, Inc. ("OSG") held by the Reporting Person on November 18, 2016, the record date for the spin-off transaction (the "Spin-Off).
- F2The Reporting Person became entitled to these options for Common Stock of INSW pursuant to the terms of the Employee Matters Agreement between OSG and INSW (the "Employee Matters Agreement") because they are the contractually calculated value as determined by the Compensation Committee of the Board of Directors of INSW (the "INSW Compensation Committee") for the Reporting Person's options of Class A Common Stock of OSG which were granted on September 29, 2014 and were assumed by INSW in connection with the Spin-Off. Options for 9,961 shares of Common Stock of INSW are vested and exercisable and the balance vest and are exercisable on September 29, 2017, the same date as the assumed OSG options which were granted pursuant to the OSG Management Incentive Compensation Plan (the "Plan").
- F3The Reporting Person became entitled to these options for Common Stock of INSW pursuant to the Employee Matters Agreement because they are the contractually calculated value as determined by the INSW Compensation Committee for the Reporting Person's options of Class A Common Stock of OSG which were granted on March 30, 2016 and were assumed by INSW in connection with the Spin-Off. The options vest and become exercisable as to one-third of such shares on the first, second and third anniversaries of March 30, 2016, the same dates as the assumed OSG options which were granted pursuant to the Plan.
- F4The Reporting Person became entitled to these restricted stock units for Common Stock of INSW pursuant to the terms of the Employee Matters Agreement because they are the contractually calculated value as determined by the INSW Compensation Committee for the Reporting Person's unvested restricted stock units of Class A Common Stock of OSG which were granted on September 29, 2014 and assumed by INSW in connection with the Spin-Off. The units vest on September 29, 2017, the same date as the assumed OSG units which were granted pursuant to the Plan.
- F5Each unit represents the right to acquire one share of Common Stock of INSW, does not have voting rights and may not be transferred or otherwise disposed of until the unit settles, the same terms as for the assumed restricted stock units which were granted pursuant to the Plan. Settlement of these units may be either in shares of Common Stock of INSW or cash as determined by the INSW Compensation Committee. Settlement of these units shall occur as soon as practicable after their vesting date.
- F6The Reporting Person became entitled to these restricted stock units for Common Stock of INSW pursuant to the terms of the Employee Matters Agreement because they are the contractually calculated value as determined by the INSW Compensation Committee for the Reporting Person's unvested restricted stock units of Class A Common Stock of OSG which were granted on March 30, 2016 and were assumed by INSW in connection with the Spin-Off. The units vest as to one-third of such units on the first, second and third anniversaries of March 30, 2016, the same dates as the assumed OSG units which were granted pursuant to the Plan.
- F7Each unit represents the right to acquire one share of Common Stock of INSW, does not have voting rights and may not be transferred or otherwise disposed of until the unit settles, the same terms as for the assumed restricted stock units which were granted pursuant to the Plan. Settlement of these units may be either in shares of Common Stock of INSW or cash as determined by the INSW Compensation Committee. Settlement of these units shall occur as soon as practicable after their vesting dates.
- F8On February 14, 2017, the Reporting Person vested in these restricted performance stock units for Common Stock of INSW pursuant to the terms of the Employee Matters Agreement because they are the contractually calculated value as determined by the INSW Compensation Committee for the Reporting Person's second of three tranches of restricted performance stock units of Class A Common Stock of OSG which were granted on June 9, 2015 pursuant to the Plan and were assumed by INSW in connection with the Spin-Off and which vested at the end of 2016.
- F9The stock units represent the right to acquire the same number of shares of Common Stock of INSW, do not have voting rights and may not be transferred or otherwise disposed of until they settle, the same terms as for the assumed stock units which were granted pursuant to the Plan. Settlement of these restricted performance stock units may be either in shares of Common Stock of INSW or cash, as determined by the INSW Compensation Committee. Settlement of the units shall occur as soon as practicable following the Compensation Committee's certification of the applicable performance measures and targets for the third tranche of the grant at the end of 2017 and in any event no later than April 30, 2018.