SEC FORM 4

SEC FORM 4 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tsoutsoplides Constantine

(Last)

(First)

(Middle)

C/O EAGLE BULK SHIPPING INC.

300 FIRST STAMFORD PLACE, 5TH FLOOR

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Eagle Bulk Shipping Inc. [ EGLE ]

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)
04/09/2024

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	04/09/2024		D⁽¹⁾		10,127	D	⁽¹⁾	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)
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	⁽²⁾	04/09/2024		D			1,979	⁽²⁾	⁽²⁾	Common Stock	1,979	⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	04/09/2024		A		1,636		⁽³⁾	⁽³⁾	Common Stock	1,636	$0	1,636	D
Restricted Stock Units	⁽⁴⁾	04/09/2024		D			1,636	⁽⁴⁾	⁽⁴⁾	Common Stock	1,636	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of in exchange for 26,543 common shares of Star Bulk Carriers Corp. ("Star Bulk") and cash in lieu of fractional shares in connection with the closing of the merger of Eagle Bulk Shipping Inc. (the "Issuer") and Star Bulk pursuant to that certain Agreement and Plan of Merger dated December 11, 2023, by and among the Issuer, Star Bulk and Star Infinity Corp. (the "Merger Agreement").

2. This award of performance-based restricted stock units was granted on April 1, 2023 and certain performance criteria were certified on February 24, 2024. The unvested restricted stock units subject to this award were cancelled and converted into 5,188 restricted stock units of Star Bulk in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement.

3. On April 9, 2024, in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement, certain performance criteria for the performance-based restricted stock units granted under the Issuer's 2016 Equity Incentive Plan to Constantine Tsoutsoplides, the Issuer's Chief Financial Officer, on April 1, 2023 had been met and 1,636 restricted stock units may become vested.

4. This award of performance-based restricted stock units was granted on April 1, 2023 and certain performance criteria were met on April 9, 2024. The unvested restricted stock units subject to this award were cancelled and converted into 4,290 restricted stock units of Star Bulk in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement.

Remarks:

	/s/ Constantine Tsoutsoplides	04/11/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Tsoutsoplides Constantine returned 10,127 shares to the company, closing all direct ownership in the company (SEC Form 4)