Apollo Principal Holdings II GP Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Apollo Management Holdings GP, LLC

(Last) (First) (Middle)

9 W. 57TH STREET

43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENCO SHIPPING & TRADING LTD [ GNK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/04/2017		C		4,391,753	A	$0(1)	5,415,812	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	01/04/2017		C			4,391,753	(1)	(1)	Common Stock	4,391,753	$0(1)	0	I	See footnote(2)

1. Name and Address of Reporting Person^*

Apollo Management Holdings GP, LLC

(Last) (First) (Middle)

9 W. 57TH STREET

43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Management Holdings, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Capital Management GP, LLC

(Last) (First) (Middle)

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Capital Management, L.P.

(Last) (First) (Middle)

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo Principal Holdings II GP, LLC

(Last) (First) (Middle)

9 W. 57TH ST.

43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo SVF Management GP, LLC

(Last) (First) (Middle)

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Apollo SVF Management, L.P.

(Last) (First) (Middle)

TWO MANHATTANVILLE ROAD

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

APOLLO SPECIAL OPPORTUNITIES MANAGED ACCOUNT LP

(Last) (First) (Middle)

ONE MANHATTANVILLE ROAD

SUITE 201

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. See Exhibit 99.1.

	see signatures attached as Exhibit 99.2	01/06/2017
	** Signature of Reporting Person	Date
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