GENCO SHIPPING & TRADING LTD — Director's Dealing 2016

Oct 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GENCO SHIPPING & TRADING LTD (NYSE)
CIK: 0001326200
Period of Report: 2016-10-06

Reporting Person: Centerbridge Credit Partners, L.P. (10% Owner)
Reporting Person: Centerbridge Credit Partners General Partner, L.P. (10% Owner)
Reporting Person: Centerbridge Credit Partners Master, L.P. (10% Owner)
Reporting Person: Centerbridge Credit Partners Offshore General Partner, L.P. (10% Owner)
Reporting Person: Centerbridge Credit Cayman GP, Ltd. (10% Owner)
Reporting Person: Gallogly Mark T (10% Owner)
Reporting Person: Aronson Jeffrey (10% Owner)
Reporting Person: Centerbridge Capital Partners II (Cayman), L.P. (10% Owner)
Reporting Person: Centerbridge Capital Partners SBS II (Cayman), L.P. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-06	Series A Convertible Preferred Stock, par value $0.01 per sh	$4.85	P	756809	Acquired		Common Stock, par value $0.01 per share ("Common Stock") (756809)	Indirect
2016-10-06	Series A Preferred Stock	$4.85	P	153565	Acquired		Common Stock (153565)	Indirect
2016-10-06	Series A Preferred Stock	$4.85	P	1686630	Acquired		Common Stock (1686630)	Indirect
2016-10-06	Series A Preferred Stock	$4.85	P	928932	Acquired		Common Stock (928932)	Indirect
2016-10-06	Series A Preferred Stock	$4.85	P	3049682	Acquired		Common Stock (3049682)	Indirect
2016-10-06	Series A Preferred Stock	$4.85	P	22320	Acquired		Common Stock (22320)	Indirect

Footnotes

F1: The shares of Series A Preferred Stock shall automatically, without any action by the holder of the Series A Preferred Stock, convert into Common Stock as of the close of business on the date on which Genco Shipping & of Trading Limited, a Marshall Islands corporation ("Genco") obtains the approval of its stockholders of the proposals to issue Common Stock upon conversion of the Series A Preferred Stock for purposes of Rule 312 of the NYSE Listed Company Manual.

F2: These shares of Common Stock are held by Centerbridge Special Credit Partners II AIV IV (Cayman), L.P. ("Special Credit Partners II AIV").

F3: These shares of Common Stock are held by Centerbridge Special Credit Partners II, L.P. ("Special Credit Partners II").

F4: These shares of Common Stock are held by Centerbridge Credit Partners Master, L.P. ("Credit Partners Master").

F5: These shares of Common Stock are held by Centerbridge Credit Partners, L.P. ("Credit Partners").

F6: These shares of Common Stock are held by Centerbridge Capital Partners II (Cayman) L.P. ("Capital Partners II").

F7: These shares of Common Stock are held by Centerbridge Capital Partners SBS II (Cayman) L.P. ("Capital Partners SBS II" and, together with Credit Partners, Credit Partners Master, Special Credit Partners II, Special Credit Partners II AIV and Capital Partners II, the "Centerbridge Funds").

F8: Centerbridge Credit Partners General Partner, L.P. ("Onshore GP") is the general partner of Credit Partners, and, as such, it may be deemed to beneficially own the securities held by Credit Partners. Centerbridge Credit Partners Offshore General Partner, L.P. ("Offshore GP") is the general partner of Credit Partners Master, and, as such, it may be deemed to beneficially own the securities held by Credit Partners Master. Centerbridge Credit Cayman GP Ltd. ("Credit GP ") is the general partner of each of Onshore GP and Offshore GP, and, as such, it may be deemed to beneficially own the securities held by Credit Partners and Credit Partners Master.

F9: Centerbridge Special Credit Partners General Partner II (Cayman), L.P. ("CSCPGP II Cayman") is the general partner of Special Credit Partners II AIV, and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II AIV. Centerbridge Special Credit Partners General Partner II, L.P. ("CSCPGP II") is the general partner of Special Credit Partners II and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II. CSCP II Cayman GP Ltd. ("CSCP II Cayman Ltd.") is the general partner of each of CSCPGP II Cayman and CSCGP II and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II AIV and Special Credit Partners II.

F10: Centerbridge Associates II (Cayman), L.P. ("CA II Cayman") is the general partner of Capital Partners II, and as such, it may be deemed to beneficially own the securities held by Capital Partners II. CCP II Cayman GP Ltd. ("CCP II Cayman Ltd.") is the general partner of each of CA II Cayman and Capital Partners SBS II, and as such, it may be deemed to beneficially own the securities held by Capital Partners II and Capital Partners SBS II. Mark T. Gallogly and Jeffrey H. Aronson, indirectly, through various intermediate entities control each of the Centerbridge Funds, and, as such, Mark T. Gallogly and Jeffrey H. Aronson may be deemed to beneficially own the securities held by the Centerbridge Funds.

F11: For purposes of this filing, "Reporting Persons" means, as applicable, Special Credit Partners II AIV, Special Credit Partners II, Credit Partners Master, Credit Partners, Capital Partners II, Capital Partners SBS II, Onshore GP, Offshore GP, Credit GP, CSCPGP II Cayman, CSCPGP II, CSCP II Cayman Ltd., CA II Cayman, CCP II Cayman Ltd., Mr. Aronson and Mr. Gallogly.

F12: The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein and each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Act, except to the extent of such Reporting Person's pecuniary interest therein.

F13: The entities directly holding the Series A Preferred Stock as described above underwent an internal restructuring whereby such entities now have different general partners (or such entities' general partners have different general partners) than reflected in prior filings. As reflected in the above footnotes, Centerbridge Credit Cayman GP Ltd. replaced Centerbridge Credit GP Investors, L.L.C. and Centerbridge Credit Offshore GP Investors, L.L.C. as the general partner of Centerbridge Credit Partners General Partner, L.P. and Centerbridge Credit Partners Offshore General Partner, L.P., respectively, and CSCP II Cayman GP Ltd. replaced Centerbridge Special GP Investors II, L.L.C. and Centerbridge Special GP Investors II (Cayman), L.P. as general partner of Centerbridge Special Credit Partners General Partner II, L.P. and Centerbridge Special Credit Partners General Partner II (Cayman), L.P.

F14: This filing constitutes a Form 4 exit filing for Centerbridge Credit GP Investors, L.L.C., Centerbridge Credit Offshore GP Investors, L.L.C. and Centerbridge GP Investors, LLC.