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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 | (1) | 05/28/2013 | J(2) | 128,383 | (1) | (1) | Common Stock | 128,383 | $ 0 | 5,827,471 | I (3) | See Footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GENCO SHIPPING & TRADING LTD 299 PARK AVENUE 12TH FLOOR NEW YORK, NY 10171 |
X | |||
| /s/ John C. Wobensmith, CFO | 05/28/2013 | |
| **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) | Each share of Class B Stock is convertible at any time at the option of the holder into one share of Common Stock, for no additional consideration. In accordance with the instructions to Form 4, holdings of shares of Class B Stock are reported in Table II. |
| (2) | The 128,383 shares of Class B Stock of the Issuer received in the transaction reported on this form are received pursuant to the Subscription Agreement (the "Subscription Agreement"), dated March 3, 2010, between the Issuer and Genco Investments LLC ("Genco Investments"). For so long as Genco Investments or its affiliates holds at least 10% of the aggregate number of outstanding shares of the Issuer's Common Stock and Class B Stock, Genco Investments is entitled to receive an additional number of shares of Class B Stock equal to 2% of the number of shares of Common Stock issued by the Issuer, excluding any shares of Common Stock issued as an award or issuable upon exercise of an award under the Issuer's Equity Inventive Plan. |
| (3) | The securities received in the transaction reported in this form are owned by Genco Investments and may be deemed beneficially owned by Genco Shipping & Trading Limited ("Genco") by virtue of its ownership of Genco Investments. Genco 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 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. |