International Seaways Form 4 / James D Small III 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^*

Small James D III

(Last)

(First)

(Middle)

C/O INTERNATIONAL SEAWAYS, INC.

600 THIRD AVENUE

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
International Seaways, Inc. [ INSW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CAO,SVP,Sec. & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value per share	03/29/2019		J⁽¹⁾		2,759⁽¹⁾	A⁽¹⁾	⁽¹⁾	32,164⁽¹⁾	D
Common Stock, no par value per share	03/29/2019		F⁽¹⁾		1,051⁽¹⁾	D⁽¹⁾	⁽¹⁾	31,113⁽¹⁾	D
Common Stock, no par value per share	03/30/2019		J⁽²⁾		5,254⁽²⁾	A⁽²⁾	⁽²⁾	36,367⁽²⁾	D
Common Stock, no par value per share	03/30/2019		F⁽²⁾		2,001⁽²⁾	D⁽²⁾	⁽²⁾	34,366⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽³⁾	$0	03/29/2019⁽³⁾		D⁽³⁾			2,759⁽³⁾	⁽³⁾	⁽³⁾	Common Stock⁽³⁾	2,759⁽³⁾	⁽³⁾	2,759⁽³⁾	D
Restricted Stock Units⁽⁴⁾	$0	03/30/2019⁽⁴⁾		D⁽⁴⁾			5,254⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock⁽⁴⁾	5,254⁽⁴⁾	⁽⁴⁾	0⁽⁴⁾	D

Explanation of Responses:

1. These 2,759 shares of Common Stock were acquired upon the vesting of 2,759 restricted units on March 29, 2019 pursuant to the International Seaways, Inc. Management Incentive Compensation Plan (the "Plan"), which vested units settled in shares of Common Stock. In connection with the vesting of the units, 1,051 shares were withheld by International Seaways, Inc. ("INSW") in payment of the Reporting Person's tax withholding.

2. These 5,254 shares of Common Stock were acquired upon the vesting of 5,254 restricted stock units on March 30, 2019 pursuant to the Plan which vested units settled in shares of Common Stock. In connection with the vesting of the units, 2,001 shares were withheld by INSW in payment of the Reporting Person's tax withholding liability incurred as a result of the vesting of the units.

3. These 2,759 restricted stock units vested on March 29, 2019 and were settled in shares of Common Stock as reported in Table I of this Form 4.

4. These 5,254 restricted stock units vested on March 30, 2019 and were settled in shares of Common Stock as reported in Table I of this Form 4.

	/s/James D. Small III	04/02/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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International Seaways (INSW) Form 4International Seaways / James D Small III ownership change