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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Stock | (3) | 07/17/2015 | D | 6,356,471 | (3) | (3) | Common Stock | 6,356,471 | (3) | 0 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Genco Investments LLC 299 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10171 |
X |
/s/ John C. Wobensmith, Secretary | 07/21/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On 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. |
(2) | Genco 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. |
(3) | Each 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. |