Statement of Changes in Beneficial Ownership (4)
November 16 2016 - 5:23PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Strategic Value Partners, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
GENCO SHIPPING & TRADING LTD
[
GNK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
100 WEST PUTNAM AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2016
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(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Conv. Preferred Stock, par value $0.01 per share
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(1)
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11/15/2016
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P
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2815415
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(1)
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(1)
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Common Stock
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2815415
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$4.85
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2815415
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I
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See footnotes
(2)
(3)
(4)
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Series A Conv. Preferred Stock, par value $0.01 per share
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(1)
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11/15/2016
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P
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2885433
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(1)
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(1)
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Common Stock
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2885433
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$4.85
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2885433
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I
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See footnotes
(2)
(3)
(5)
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Series A Conv. Preferred Stock, par value $0.01 per share
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(1)
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11/15/2016
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P
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2492729
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(1)
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(1)
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Common Stock
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2492729
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$4.85
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2492729
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I
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See footnotes
(2)
(3)
(6)
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Series A Conv. Preferred Stock, par value $0.01 per share
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(1)
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11/15/2016
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P
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708485
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(1)
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(1)
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Common Stock
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708485
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$4.85
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708485
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I
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See footnotes
(2)
(3)
(7)
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Explanation of Responses:
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(
1)
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The shares of Series A Preferred Stock (the "Preferred Shares") shall automatically, without any action by the holder of the Preferred Shares, convert into shares of Common Stock as of the close of business on the date on which the Issuer obtains the approval of its stockholders to issue shares of Common Stock upon conversion of the Preferred Shares.
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(
2)
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The reported securities are held directly by Strategic Value Master Fund, Ltd., Strategic Value Special Situations Master Fund II, L.P., Strategic Value Special Situations Master Fund III, L.P. and Strategic Value Opportunities Fund, L.P., and may be deemed to be held indirectly by Strategic Value Partners, LLC ("Strategic Value Partners"), SVP Special Situations II LLC ("Special Situations II"), SVP Special Situations III LLC ("Special Situations III"), SVP Special Situations III-A LLC ("Special Situations III-A"), each as investment manager, and Victor Khosla ("Mr. Khosla" and together with Strategic Value Partners, Special Situations II, Special Situations III and Special Situations III-A, the "Reporting Persons"), as the sole member of Midwood Holdings, LLC, the managing member of Strategic Value Partners, in each case as described below.
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(
3)
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The filing of this Form 4 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owners of any of the securities reported herein. The Reporting Persons disclaim such beneficial ownership, except to the extent of their pecuniary interest.
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(
4)
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Held directly by Strategic Value Master Fund, Ltd., a Cayman Islands exempted company. Strategic Value Partners is the investment manager of, and exercises investment discretion over Strategic Value Master Fund, Ltd. Strategic Value Partners is indirectly majority owned and controlled by Mr. Khosla.
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(
5)
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Held directly by Strategic Value Special Situations Master Fund II, L.P., a Cayman Islands exempted limited partnership. Special Situations II is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund II, L.P. Strategic Value Partners is the managing member of Special Situations II. Strategic Value Partners and Special Situations II are both indirectly majority owned and controlled by Mr. Khosla.
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(
6)
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Held directly by Strategic Value Special Situations Master Fund III, L.P., a Cayman Islands exempted limited partnership. Special Situations III is the investment manager of, and exercises investment discretion over Strategic Value Special Situations Master Fund III, L.P. Strategic Value Partners is the managing member of Special Situations III. Strategic Value Partners and Special Situations III are both indirectly majority owned and controlled by Mr. Khosla.
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(
7)
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Held directly by Strategic Value Opportunities Fund, L.P., a Cayman Islands exempted limited partnership. Special Situations III-A is the investment manager of, and exercises investment discretion over Strategic Value Opportunities Fund, L.P. Strategic Value Partners is the managing member of Special Situations III-A. Strategic Value Partners and Special Situations III-A are both indirectly majority owned and controlled by Mr. Khosla.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Strategic Value Partners, LLC
100 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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X
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SVP Special Situations II LLC
100 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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SVP Special Situations III LLC
100 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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SVP Special Situations III-A LLC
100 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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Khosla Victor
100 WEST PUTNAM AVENUE
GREENWICH, CT 06830
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X
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Signatures
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/s/ James Dougherty, as Fund Chief Financial Officer of Strategic Value Partners, LLC
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11/16/2016
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**
Signature of Reporting Person
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Date
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/s/ James Dougherty, as Fund Chief Financial Officer of SVP Special Situations II LLC
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11/16/2016
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**
Signature of Reporting Person
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Date
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/s/ James Dougherty, as Fund Chief Financial Officer of SVP Special Situations III LLC
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11/16/2016
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**
Signature of Reporting Person
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Date
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/s/ James Dougherty, as Fund Chief Financial Officer of SVP Special Situations III-A LLC
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11/16/2016
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**
Signature of Reporting Person
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Date
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/s/ Victor Khosla
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11/16/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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