Diamond S Shipping Form 4 Diamond S Shipping / Kevin M Kilcullen 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^*

Kilcullen Kevin M

(Last) (First) (Middle)

33 BENEDICT PLACE, 2ND FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Diamond S Shipping Inc. [ DSSI ]

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)
07/16/2021

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	07/16/2021		F		6,993(1)	D	$9.69	71,951	D
Common Stock	07/16/2021		F		5,930(2)	D	$9.69	66,021	D
Common Stock	07/16/2021		F		11,009(3)	D	$9.69	55,012	D
Common Stock	07/16/2021		M		20,000	A	(4)	75,012	D
Common Stock	07/16/2021		F		8,895(5)	D	$9.69	66,117	D
Common Stock	07/16/2021		M		24,752	A	(6)	90,869	D
Common Stock	07/16/2021		F		11,009(7)	D	$9.69	79,860	D
Common Stock	07/16/2021		D		79,860	D	(8)	0	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
Performance Restricted Stock Unit	(9)	07/16/2021		M			20,000	(10)	(10)	Common Stock	20,000	$0	24,752	D
Performance Restricted Stock Unit	(9)	07/16/2021		M			24,752	(11)	(11)	Common Stock	24,752	$0	0	D

Explanation of Responses:

1. Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of 15,724 restricted shares granted to the Reporting Person on May 10, 2019, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.

2. Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of 13,334 restricted shares granted to the Reporting Person on April 28, 2020, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.

3. Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of 24,752 restricted shares granted to the Reporting Person on March 18, 2021, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.

4. Represents shares acquired by the Reporting Person in connection with the vesting of the performance restricted stock unit ("PSU") award that was granted on April 28, 2020 pursuant to the Diamond S Shipping Inc. 2019 Equity and Incentive Compensation Plan.

5. Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of the PSU award granted to the Reporting Person on April 28, 2020, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.

6. Represents shares acquired by the Reporting Person in connection with the vesting of the PSU award that was granted on March 18, 2021 pursuant to the Diamond S Shipping Inc. 2019 Equity and Incentive Compensation Plan.

7. Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of the PSU award granted to the Reporting Person on March 18, 2021, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.

8. Disposed of in exchange for 44,222 shares of International Seaways, Inc. ("INSW") common stock in connection with the closing of the merger of INSW and the Company pursuant to that certain Agreement and Plan of Merger dated March 30, 2021, by and among INSW, the Company and Dispatch Transaction Sub, Inc. (the "INSW Merger Agreement").

9. Each PSU represents a contingent right to receive one share of the Company's common stock.

10. The PSU award was granted on April 28, 2020 pursuant to the Diamond S Shipping Inc. 2019 Equity and Incentive Compensation Plan and vested in full on July 16, 2021.

11. The PSU award was granted on March 18, 2021 pursuant to the Diamond S Shipping Inc. 2019 Equity and Incentive Compensation Plan and vested in full on July 16, 2021.

	/s/ Kevin M. Kilcullen	07/20/2021
	** Signature of Reporting Person	Date
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