UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Genco Shipping & Trading Limited
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
Y2685T131
(
CUSIP Number)
Kleanthis Costa Spathias
c/o Levante Services Limited
Leoforos Evagorou 31, 2nd Floor, Office 21
1066 Nicosia, Cyprus
+30 210 8090429
with a copy to:
Richard M. Brand
Kiran S. Kadekar
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and
Communications)
May 16, 2024
(Date of Event which Requires Filing of thisStatement)
If the filingperson has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filingthis
schedule because of (s)(s)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box./
..
Note:
Schedulesfiled in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule (s)240.13d-7for other
parties to whom copies are to be sent.
* /////The remainder of this cover page shallbe filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequentamendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shallnot be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act")or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
seethe Notes).
CUSIP No. Y2685T131 13D
1. Names of Reporting Persons
GK Investor LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
WC
5. CheckBox if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)/
..
6. Citizenship or Place of Organization
Republic of the Marshall Islands
Number of 7. Sole Voting Power
Shares 0
Beneficially
Owned by
Each
Reporting
Person With
8. Shared Voting Power
2,339,084
(1)(2)
9. Sole Dispositive Power
0
10. Shared Dispositive Power
584,749
(1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,339,084
(1)(2)
12. CheckBox if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)/
..
13. Percent of Class Represented by Amount in Row (11)
5.5%
(2)(3)
14. Type of Reporting Person (See Instructions)
OO
(1) All reported Common Shares are heldby GK Investor LLC. GK Investor LLC is
a controlled affiliate of each of Sphinx Investment Corp. and Maryport
Navigation Corp. SphinxInvestment Corp. is a controlled affiliate of Maryport
Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.
(2) As of May 20, 2024, each of theReporting Persons shared the power to
dispose of 584,749 Common Shares in the aggregate. As of March 28, 2024, the
record date forthe Issuer's 2024 Annual Meeting, each of the Reporting Persons
had the shared power to vote 2,339,084 Common Shares at such meeting(representin
g approximately 5.5% of the Common Shares issued and outstanding as of such
record date), and the Reporting Persons retainas of the date of this Amendment
the shared power to vote all such Common Shares for purposes of the 2024
Annual Meeting as a resultof all such Common Shares having been held on such
record date (notwithstanding that 1,754,335 of such Common Shares (including
the powerto dispose, or to direct the disposition of, such Common Shares) (the
"
Sold Shares
")) have been sold by the ReportingPersons after such record date), but do not
otherwise have beneficial ownership of the Sold Shares as of the date of this
Amendment.
(3) Based on the 42,751,752 Common Sharesstated by the Issuer as being
outstanding as at March 28, 2024 in its proxy statement, filed with the United
States Securities andExchange Commission (the "
SEC
") on April 16, 2024 (the "
2024 Proxy Statement
").
CUSIP No. Y2685T131 13D
1. Names of Reporting Persons
Sphinx Investment Corp.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. CheckBox if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)/
..
6. Citizenship or Place of Organization
Republic of the Marshall Islands
Number of 7. Sole Voting Power
Shares 0
Beneficially
Owned by
Each
Reporting
Person With
8. Shared Voting Power
2,339,084
(1)(2)
9. Sole Dispositive Power
0
10. Shared Dispositive Power
584,749
(1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,339,084
(1)(2)
12. CheckBox if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)/
..
13. Percent of Class Represented by Amount in Row (11)
5.5%
(2)(3)
14. Type of Reporting Person (See Instructions)
CO
(1) All reported Common Shares are heldby GK Investor LLC. GK Investor LLC is
a controlled affiliate of each of Sphinx Investment Corp. and Maryport
Navigation Corp. SphinxInvestment Corp. is a controlled affiliate of Maryport
Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.
(2) As of May 20, 2024, each of theReporting Persons shared the power to
dispose of 584,749 Common Shares in the aggregate. As of March 28, 2024, the
record date forthe Issuer's 2024 Annual Meeting, each of the Reporting Persons
had the shared power to vote 2,339,084 Common Shares at such meeting(representin
g approximately 5.5% of the Common Shares issued and outstanding as of such
record date), and the Reporting Persons retainas of the date of this Amendment
the shared power to vote all such Common Shares for purposes of the 2024
Annual Meeting as a resultof all such Common Shares having been held on such
record date (notwithstanding that the Sold Shares have been sold by the
ReportingPersons after such record date), but do not otherwise have beneficial
ownership of the Sold Shares as of the date of this Amendment.
(3) Based on the 42,751,752 Common Sharesstated by the Issuer as being
outstanding as at March 28, 2024 in the 2024 Proxy Statement.
CUSIP No. Y2685T131 13D
1. Names of Reporting Persons
Maryport Navigation Corp.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. CheckBox if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)/
..
6. Citizenship or Place of Organization
Liberia
Number of 7. Sole Voting Power
Shares 0
Beneficially
Owned by
Each
Reporting
Person With
8. Shared Voting Power
2,339,084
(1)(2)
9. Sole Dispositive Power
0
10. Shared Dispositive Power
584,749
(1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,339,084
(1)(2)
12. CheckBox if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)/
..
13. Percent of Class Represented by Amount in Row (11)
5.5%
(2)(3)
14. Type of Reporting Person (See Instructions)
CO
(1) All reported Common Shares are held byGK Investor LLC. GK Investor LLC is
a controlled affiliate of each of Sphinx Investment Corp. and Maryport
Navigation Corp. Sphinx InvestmentCorp. is a controlled affiliate of Maryport
Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.
(2) As of May 20, 2024, each of theReporting Persons shared the power to
dispose of 584,749 Common Shares in the aggregate. As of March 28, 2024, the
record date forthe Issuer's 2024 Annual Meeting, each of the Reporting Persons
had the shared power to vote 2,339,084 Common Shares at such meeting(representin
g approximately 5.5% of the Common Shares issued and outstanding as of such
record date), and the Reporting Persons retainas of the date of this Amendment
the shared power to vote all such Common Shares for purposes of the 2024
Annual Meeting as a result ofall such Common Shares having been held on such
record date (notwithstanding that the Sold Shares have been sold by the
Reporting Personsafter such record date), but do not otherwise have beneficial
ownership of the Sold Shares as of the date of this Amendment.
(3) Based on the 42,751,752 Common Sharesstated by the Issuer as being
outstanding as at March 28, 2024 in the 2024 Proxy Statement.
CUSIP No. Y2685T131 13D
1. Names of Reporting Persons
George Economou
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ..
(b) x
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. CheckBox if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)/
..
6. Citizenship or Place of Organization
Greece
Number of 7. Sole Voting Power
Shares 0
Beneficially
Owned by
Each
Reporting
Person With
8. Shared Voting Power
2,339,084
(1)(2)
9. Sole Dispositive Power
0
10. Shared Dispositive Power
584,749
(1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,339,084
(1)(2)
12. CheckBox if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)/
..
13. Percent of Class Represented by Amount in Row (11)
5.5%
(2)(3)
14. Type of Reporting Person (See Instructions)
IN
(1) All reported Common Shares are held byGK Investor LLC. GK Investor LLC is
a controlled affiliate of each of Sphinx Investment Corp. and Maryport
Navigation Corp. Sphinx InvestmentCorp. is a controlled affiliate of Maryport
Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.
(2) As of May 20, 2024, each of theReporting Persons shared the power to
dispose of 584,749 Common Shares in the aggregate. As of March 28, 2024, the
record date forthe Issuer's 2024 Annual Meeting, each of the Reporting Persons
had the shared power to vote 2,339,084 Common Shares at such meeting(representin
g approximately 5.5% of the Common Shares issued and outstanding as of such
record date), and the Reporting Persons retainas of the date of this Amendment
the shared power to vote all such Common Shares for purposes of the 2024
Annual Meeting as a result ofall such Common Shares having been held on such
record date (notwithstanding that the Sold Shares have been sold by the
Reporting Personsafter such record date), but do not otherwise have beneficial
ownership of the Sold Shares as of the date of this Amendment.
(3) Based on the 42,751,752 Common Sharesstated by the Issuer as being
outstanding as at March 28, 2024 in the 2024 Proxy Statement.
This Amendment No. 4 toSchedule 13D (this "
Amendment
") amends and supplements the Schedule 13D filed on December 29, 2023, as
amendedand supplemented by Amendment No. 1 to Schedule 13D on January 10,
2024, Amendment No. 2 to Schedule 13D on April 8,2024 and Amendment No. 3 to
Schedule 13D on May 2, 2024 (the "
Initial 13D
", and the Initial 13D as furtheramended and supplemented by this Amendment,
the "
Schedule 13D
") by the Reporting Persons, relating to the common shares,par value $0.01 per
share (the "
Common Shares
"), of Genco Shipping & Trading Limited, a corporation formedunder the laws of
the Republic of the Marshall Islands (the "
Issuer
"). Capitalized terms not defined in this Amendmentshall have the meanings
ascribed to them in the Initial 13D.
Item 4. Purpose of Transaction.
Item 4 of the Initial 13D ishereby supplemented by adding the following
paragraph to the end thereof:
"On May 16, 2024,GK Investor announced the withdrawal of its nomination of
Mr. Robert M. Pons as a candidate for election to the Board, andof the By-Law
Repeal Proposal. GK Investor (i) no longer intends to nominate any candidates
for election to the Board,or to make any other proposals, at the 2024 Annual
Meeting, (ii) has withdrawn its prior Notice (including all supplements
thereto)delivered to the Issuer in respect of the 2024 Annual Meeting, as well
as the nominations and proposals made therein and (iii) nolonger intends to
solicit any proxies in respect of the 2024 Annual Meeting or vote any third
party's proxies at the 2024 AnnualMeeting."
Item 5. Interest in Securities of the Issuer.
Item 5 of the Initial 13D is hereby amended and restatedas set forth below:
"(a),(b)//////////
The Reporting Persons each may be deemed to beneficially own all of the
2,339,084 Common Shares (the "
Subject Shares
")reported herein, which represent approximately 5.5% of Issuer's outstanding
Common Shares, based on the 42,751,752 Common Sharesstated by Issuer as being
outstanding as of March 28, 2024 in the Issuer's 2024 Proxy Statement.
GK Investor has the sole powerto vote or direct the vote of 0 Common Shares;
has the shared power to vote or direct the vote of 2,339,084 Common Shares;
has the solepower to dispose or direct the disposition of 0 Common Shares; and
has the shared power to dispose or direct the disposition of 584,749Common
Shares.
Sphinx has the sole power tovote or direct the vote of 0 Common Shares; has
the shared power to vote or direct the vote of 2,339,084 Common Shares; has
the sole powerto dispose or direct the disposition of 0 Common Shares; and has
the shared power to dispose or direct the disposition of 584,749 CommonShares.
Maryport has the sole powerto vote or direct the vote of 0 Common Shares; has
the shared power to vote or direct the vote of 2,339,084 Common Shares; has
the solepower to dispose or direct the disposition of 0 Common Shares; and has
the shared power to dispose or direct the disposition of 584,749Common Shares.
Mr. Economou has the solepower to vote or direct the vote of 0 Common Shares;
has the shared power to vote or direct the vote of 2,339,084 Common Shares;
has thesole power to dispose or direct the disposition of 0 Common Shares; and
has the shared power to dispose or direct the disposition of 584,749Common
Shares.
As of March 28, 2024, therecord date for the Issuer's 2024 Annual Meeting,
each of the Reporting Persons had the shared power to vote 2,339,084 Common
Sharesat such meeting (representing approximately 5.5% of the Common Shares
issued and outstanding as of such record date), and the ReportingPersons
retain as of the date of this Amendment the shared power to vote all such
Common Shares for purposes of the 2024 Annual Meetingas a result of all such
Common Shares having been held on such record date (notwithstanding that
1,754,335 of such Common Shares (includingthe power to dispose, or to direct
the disposition of, such Common Shares) (the "
Sold Shares
") have been sold by theReporting Persons after such record date), but do not
otherwise have beneficial ownership of the Sold Shares as of the date of this
Amendment.
(c) Other than as describedherein or on
Exhibit 99.2
filed herewith, which is incorporated herein by reference, no transactions of
Common Shares wereeffected by the Reporting Persons during the past 60 days.
(d) Except as set forthabove in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
theproceeds from the sale of, the Common Shares.
(e) Not applicable."
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Joint Filing Agreement, dated
December 29, 2023, by and among the Reporting Persons.*
Exhibit 99.2 Trading Data
* Previously filed
SIGNATURES
After reasonable inquiry and to the best of my knowledgeand belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: May 20, 2024 GK
Investor
LLC
By: Sphinx Investment Corp., its Manager
By: K
leanthis Costa Spathias
Kleanthis Costa Spathias
Director
Date: May 20, 2024 SPHINX INVESTMENT CORP.
By: Levante Services Limited
By: K
leanthis Costa Spathias
Kleanthis Costa Spathias
Director
Date: May 20, 2024 MARYPORT NAVIGATION CORP.
By: Levante Services Limited
By: /s/ Kleanthis Costa Spathias
Kleanthis Costa Spathias
Director
Date: May 20, 2024 GEORGE ECONOMOU
By: /s/ George Economou
George Economou
Exhibit 99.2
TRANSACTIONS
Thefollowing table sets forth all transactions with respect to Common Shares
effected in the last sixty days by the Reporting Persons onbehalf of the
Reporting Persons in respect of the Common Shares, inclusive of any
transactions effected prior to the filing hereof, on
May 20, 2024
. All such transactions were purchases or sales of Common Shares effectedin
the open market, and the table includes commissions paid in per Common Share
prices.
Trade Date Reporting Person Buy/Sell Quantity Price ($)
Effecting Transaction 1
1. 04/03/2024 GK Investor LLC Sell 28,429 $ 21.01
2. 04/11/2024 GK Investor LLC Sell 55,252 $ 21.06
3. 04/23/2024 GK Investor LLC Sell 74,494 $ 21.15
4. 04/25/2024 GK Investor LLC Sell 49,512 $ 21.24
5. 04/26/2024 GK Investor LLC Sell 120,032 $ 21.47
6. 04/29/2024 GK Investor LLC Sell 46,642 $ 21.43
7. 04/30/2024 GK Investor LLC Sell 87,971 $ 21.45
8. 05/01/2024 GK Investor LLC Sell 110,000 $ 21.54
9. 05/02/2024 GK Investor LLC Sell 125,000 $ 22.08
10. 05/03/2024 GK Investor LLC Sell 100,000 $ 22.11
11. 05/06/2024 GK Investor LLC Sell 65,700 $ 21.93
12. 05/07/2024 GK Investor LLC Sell 150,000 $ 22.22
13. 05/08/2024 GK Investor LLC Sell 111,892 $ 22.48
14. 05/09/2024 GK Investor LLC Sell 95,911 $ 22.65
15. 5/10/2024 GK Investor LLC Sell 86,400 $ 22.80
16. 5/13/2024 GK Investor LLC Sell 100,000 $ 22.90
17. 5/14/2024 GK Investor LLC Sell 100,000 $ 22.80
18. 5/15/2024 GK Investor LLC Sell 54,000 $ 22.49
19. 5/16/2024 GK Investor LLC Sell 100,000 $ 22.91
20. 5/17/2024 GK Investor LLC Sell 93,100 $ 23.14
1
Prices are rounded to the nearest cent.