SEC Form SC 13D/A filed by Genco Shipping & Trading Limited (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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 Person Authorized to Receive Notices and Communications)

April 30, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not 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, see the Notes).

(1) All reported Common Shares are held by GK Investor LLC. GK Investor LLC is a controlled affiliate of each of Sphinx Investment Corp. and Maryport Navigation Corp. Sphinx Investment Corp. is a controlled affiliate of Maryport Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.

(2) As of May 2, 2024, each of the Reporting Persons shared the power to dispose of 1,641,652 Common Shares in the aggregate. As of March 28, 2024, the record date for the Issuer’s 2024 Annual Meeting, each of the Reporting Persons had the shared power to vote 2,339,084 Common Shares at such meeting (representing approximately 5.5% of the Common Shares issued and outstanding as of such record date), and the Reporting Persons retain as 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 of all such Common Shares having been held on such record date (notwithstanding that 697,432 of such Common Shares (including the power to dispose, or to direct the disposition of, such Common Shares) (the “Sold Shares”) have been sold by the Reporting Persons 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 Shares stated by the Issuer as being outstanding as at March 28, 2024 in its proxy statement, filed with the United States Securities and Exchange Commission (the “SEC”) on April 16, 2024 (the “2024 Proxy Statement”).

(1) All reported Common Shares are held by GK Investor LLC. GK Investor LLC is a controlled affiliate of each of Sphinx Investment Corp. and Maryport Navigation Corp. Sphinx Investment Corp. is a controlled affiliate of Maryport Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.

(2) As of May 2, 2024, each of the Reporting Persons shared the power to dispose of 1,641,652 Common Shares in the aggregate. As of March 28, 2024, the record date for the Issuer’s 2024 Annual Meeting, each of the Reporting Persons had the shared power to vote 2,339,084 Common Shares at such meeting (representing approximately 5.5% of the Common Shares issued and outstanding as of such record date), and the Reporting Persons retain as 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 of all such Common Shares having been held on such record date (notwithstanding that the Sold Shares have been sold by the Reporting Persons 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 Shares stated by the Issuer as being outstanding as at March 28, 2024 in the 2024 Proxy Statement.

(1) All reported Common Shares are held by GK Investor LLC. GK Investor LLC is a controlled affiliate of each of Sphinx Investment Corp. and Maryport Navigation Corp. Sphinx Investment Corp. is a controlled affiliate of Maryport Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.

(2) As of May 2, 2024, each of the Reporting Persons shared the power to dispose of 1,641,652 Common Shares in the aggregate. As of March 28, 2024, the record date for the Issuer’s 2024 Annual Meeting, each of the Reporting Persons had the shared power to vote 2,339,084 Common Shares at such meeting (representing approximately 5.5% of the Common Shares issued and outstanding as of such record date), and the Reporting Persons retain as 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 of all such Common Shares having been held on such record date (notwithstanding that the Sold Shares have been sold by the Reporting Persons 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 Shares stated by the Issuer as being outstanding as at March 28, 2024 in the 2024 Proxy Statement.

(1) All reported Common Shares are held by GK Investor LLC. GK Investor LLC is a controlled affiliate of each of Sphinx Investment Corp. and Maryport Navigation Corp. Sphinx Investment Corp. is a controlled affiliate of Maryport Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.

(2) As of May 2, 2024, each of the Reporting Persons shared the power to dispose of 1,641,652 Common Shares in the aggregate. As of March 28, 2024, the record date for the Issuer’s 2024 Annual Meeting, each of the Reporting Persons had the shared power to vote 2,339,084 Common Shares at such meeting (representing approximately 5.5% of the Common Shares issued and outstanding as of such record date), and the Reporting Persons retain as 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 of all such Common Shares having been held on such record date (notwithstanding that the Sold Shares have been sold by the Reporting Persons 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 Shares stated by the Issuer as being outstanding as at March 28, 2024 in the 2024 Proxy Statement.

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on December 29, 2023, as amended and supplemented by Amendment No. 1 to Schedule 13D on January 10, 2024 and Amendment No. 2 to Schedule 13D on April 8, 2024 (the “Initial 13D”, and the Initial 13D as further amended 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 formed under the laws of the Republic of the Marshall Islands (the “Issuer”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Initial 13D.

Item 3 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof:

“From and including April 11, 2024, through and including May 2, 2024, GK Investor sold an additional 668,903 Common Shares for a total purchase price of $14,384,414 including fees and expenses. The source of funds used by GK Investor to purchase the Common Shares is its working capital. Unless noted above, no part of the purchase price for such Common Shares was borrowed by any Reporting Person for the purpose of acquiring, holding, trading or voting any securities discussed in this Item 3.”

Item 4 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof:

“The response to Item 3 of Amendment No. 2 to the Initial 13D is incorporated herein by reference.”

Item 5 of the Initial 13D is hereby amended and restated as 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 Shares stated by Issuer as being outstanding as of March 28, 2024 in the Issuer’s 2024 Proxy Statement.

GK Investor has the sole power 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 the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 1,641,652 Common Shares.

Sphinx has the sole power 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 the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 1,641,652 Common Shares.

Maryport has the sole power 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 the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 1,641,652 Common Shares.

Mr. Economou has the sole power 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 the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 1,641,652 Common Shares.

As of March 28, 2024, the record date for the Issuer’s 2024 Annual Meeting, each of the Reporting Persons had the shared power to vote 2,339,084 Common Shares at such meeting (representing approximately 5.5% of the Common Shares issued and outstanding as of such record date), and the Reporting Persons retain as 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 of all such Common Shares having been held on such record date (notwithstanding that 697,432 of such Common Shares (including the power to dispose, or to direct the disposition of, such Common Shares) (the “Sold Shares”) have been sold by the Reporting 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 described herein or on Exhibit 99.2 filed herewith, which is incorporated herein by reference, no transactions of Common Shares were effected by the Reporting Persons during the past 60 days.

(d) Except as set forth above 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 the proceeds from the sale of, the Common Shares.

(e) Not applicable.”

Item 6 of the Initial 13D is hereby supplemented by adding the following paragraph to the end thereof:

“The responses to Items 3 and 4 of Amendment No. 2 to the Initial 13D are incorporated herein by reference.”

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

* Previously filed

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.