International Seaways, Inc. — Director's Dealing 2021

Mar 22, 2021

SEC Form 4/A — Form 4/A

Issuer: International Seaways, Inc. (INSW)
CIK: 0001679049
Period of Report: 2021-03-17

Reporting Person: Solon Derek G. (Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-17	Stock Option (Right to Buy)	$21.58	A	13986	Acquired	2031-03-16	Common Stock (13986)	Direct
2021-03-17	Restricted Stock Units	$0	A	6429	Acquired		Common Stock (6429)	Direct
2021-03-17	Performance Restricted Stock Units	$0	A	6429	Acquired		Common Stock (6429)	Direct

Footnotes

F1: On March 17, 2021, INSW granted the Reporting Person pursuant to the International Seaways 2020 Management Incentive Plan (the "2020 Plan") 13,986 options to purchase 13,986 shares of Common Stock at an exercise price of $21.58 per share which will become exercisable as to one third of such shares on each of the first, second and third anniversaries of the date of the grant. The previously filed Form 4 incorrectly understated the number of Stock Options granted to the Reporting Person due to an arithmetical error.

F2: On March 17, 2021, INSW granted the Reporting Person pursuant to the "2020 Plan" 6,429 restricted stock units which units vest as to one-third of such units on each of the first, second and third anniversaries of the date of the grant. Each unit represents the right to acquire one share of Common Stock. Settlement of vested units which may be in either shares of Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion, and will be net of any shares deducted for applicable taxes and other withholdings.

F3: On March 17, 2021, INSW granted the Reporting Person pursuant to the "2020 Plan" 6,429 performance restricted stock units (PRSUs). Achievement under the PRSUs will be measured using an operating performance metric (return on invested capital, or ROIC) and a market performance metric (total shareholder return, or TSR, relative to the TSR of each of a peer group of companies), in each case measured over the three-year period beginning on January 4, 2021 and ending on December 29, 2023. Each metric relates to half of the PRSUs granted.

F4: These PRSUs represent the right to receive an equivalent number of shares of INSW Common Stock (net of any shares deducted for applicable taxes and other withholdings) if and when the PRSUs vest, assuming a performance factor of 100% achievement. The PRSU grants are subject (so long as at least the minimum performance threshold is achieved) to increase or decrease pursuant to a performance factor that may range from 50% to 150%. The number of shares vesting, if any, will be reported after the Compensation Committee of the Issuer's Board of Directors certifies the achievement of the applicable performance metric following the end of the measurement period.