Apostolos Zafolias Form 4 GENCO SHIPPING & TRADING / Apostolos Zafolias ownership change

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^*

Zafolias Apostolos

(Last) (First) (Middle)

C/O GENCO SHIPPING & TRADING LIMITED

299 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10171

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2020

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

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

X	Form filed by One Reporting Person
	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	02/27/2020		M		1,217	A	$0	3,421	D
Common Stock	02/27/2020		S		584(1)	D	$7.0651(2)	2,837	D

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
Restricted Stock Units	(3)(4)	02/25/2020		A		14,164		(4)	(4)	Common Stock	14,164(3)	$0	14,164	D
Option	$7.06	02/25/2020		A		28,090		02/25/2021(5)	02/25/2026	Common Stock	28,090	$0	28,090	D
Restricted Stock Units	(3)(6)							(6)	(6)	Common Stock	8,939(3)		8,939	D
Option	$8.065(11)							03/04/2020(7)	03/04/2025	Common Stock	20,270		20,270	D
Restricted Stock Units	(3)(8)	02/27/2020		M			1,217	(8)	(8)	Common Stock	1,217(3)	$0	1,218	D
Option	$13.365(11)							02/27/2019(9)	02/27/2024	Common Stock	11,962		11,962	D
Warrant	$247.0151(12)							08/07/2015(10)	08/07/2020	Common Stock	4,070		4,070	D
Warrant	$273.8998(12)							08/07/2015(10)	08/07/2020	Common Stock	4,218		4,218	D
Warrant	$325.9532(12)							08/07/2015(10)	08/07/2020	Common Stock	6,343		6,343	D
Warrant	$200.1099(13)							07/09/2014	07/09/2021	Common Stock	199		1,902(13)	D

Explanation of Responses:

1. These shares were sold in order to satisfy the reporting person's tax obligations for restricted stock units that settled in shares of the issuer's common stock on February 27, 2020.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.06 to $7.08 (inclusive) on February 27, 2020. The reporting person undertakes to provide to Genco Shipping & Trading Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. Each restricted stock unit represents the right to receive one share of the issuer's common stock, or in the sole discretion of the issuer's Compensation Committee, the value of a share of common stock on the date that the restricted stock unit vests.

4. These restricted stock units generally vest in equal installments on each of the first three anniversaries of February 25, 2020, subject to postponement of settlement if the vesting occurs during a blackout period or other trading restriction.

5. These options generally become exercisable in equal installments on each of the first three anniversaries of February 25, 2020.

6. These restricted stock units generally vest in equal installments on each of the first three anniversaries of March 4, 2019, subject to postponement of settlement if the vesting occurs during a blackout period or other trading restriction.

7. These options generally become exercisable in equal installments on each of the first three anniversaries of March 4, 2019.

8. These restricted stock units generally vest in equal installments on each of the first three anniversaries of February 27, 2018, subject to postponement of settlement if the vesting occurs during a blackout period or other trading restriction.

9. These options generally become exercisable in equal installments on each of the first three anniversaries of February 27, 2018.

10. These warrants became exercisable in equal installments on each of the first three anniversaries of August 7, 2014.

11. Per the terms of these options, the exercise price was adjusted from $8.39 to $8.065 and from $13.69 to $13.365, respectively, as a result of the special dividend of $0.325 per share paid on December 5, 2019.

12. Per the terms of these warrants, the exercise price was adjusted from $259.10 to $247.01511, from $287.30 to $273.89981, and from $341.90 to $325.95317, respectively, as a result of the special dividend of $0.325 per share and the quarterly dividend of $0.175 per share paid on December 5, 2019.

13. Per the terms of these warrants, the exercise price was adjusted from $209.90 to $200.10989 and the number of shares for which each warrant is exercisable was adjusted from 0.1 shares to 0.105 shares per the terms of the warrant as a result of the special dividend of $0.325 per share and the quarterly dividend of $0.175 per share paid on December 5, 2019.

	/s/ Apostolos Zafolias	02/27/2020
	** Signature of Reporting Person	Date
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