Statement of Changes in Beneficial Ownership (4)
January 06 2017 - 6:44PM
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
*
Apollo Management Holdings GP, 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)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
9 W. 57TH STREET, 43RD FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/4/2017
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(Street)
NEW YORK, NY 10019
(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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Common Stock
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1/4/2017
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C
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4391753
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A
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$0
(1)
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5415812
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I
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See footnote
(2)
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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 Convertible Preferred Stock
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(1)
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1/4/2017
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C
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4391753
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(1)
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(1)
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Common Stock
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4391753
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$0
(1)
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0
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I
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See footnote
(2)
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Explanation of Responses:
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(
1)
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At a special meeting of the shareholders held on January 4, 2017, the Issuer's shareholders approved the issuance of up to 27,061,856 shares of the Issuer's common stock upon the conversion of shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Preferred Stock"), which were purchased by the Reporting Person and certain other investors in certain private placement transactions. As a result of such shareholder approval, each share of Series A Preferred Stock held by the Reporting Person automatically and mandatorily converted into one share of the Issuer's common stock.
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(
2)
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See Exhibit 99.1.
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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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Apollo Management Holdings GP, LLC
9 W. 57TH STREET
43RD FLOOR
NEW YORK, NY 10019
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X
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Apollo Management Holdings, L.P.
9 W. 57TH STREET
NEW YORK, NY 10019
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X
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Apollo Capital Management GP, LLC
9 WEST 57TH STREET
NEW YORK, NY 10019
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X
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Apollo Capital Management, L.P.
9 WEST 57TH STREET
NEW YORK, NY 10019
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X
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Apollo Principal Holdings II GP, LLC
9 W. 57TH ST.
43RD FLOOR
NEW YORK, NY 10019
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X
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Apollo SVF Management GP, LLC
9 WEST 57TH STREET
NEW YORK, NY 10019
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X
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Apollo SVF Management, L.P.
TWO MANHATTANVILLE ROAD
PURCHASE, NY 10577
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X
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APOLLO SPECIAL OPPORTUNITIES MANAGED ACCOUNT LP
ONE MANHATTANVILLE ROAD
SUITE 201
PURCHASE, NY 10577
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X
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Signatures
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see signatures attached as Exhibit 99.2
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1/6/2017
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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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