UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11 12, 2018

~~GENER8~~EURONAV ~~MARITIME,~~ MI II INC.

(Exact Name of Registrant as Specified in Charter)

Republic of the Marshall Islands		001-34228		66 071 6485
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

299 Park Avenue
2nd Floor
New York, NY		10171
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 763-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

~~Item~~ITEM 52.~~07.~~01 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders.~~Assets

On June 11 12, 2018, Euronav MI II Inc. (formerly known as Gener8 Maritime, Inc.), a Marshall Islands corporation (the “Company”), orEuronav NV, a Belgian corporation (“~~Gener8~~Euronav”) ~~held~~and Euronav MI Inc., a ~~special~~Marshall ~~meeting~~Islands corporation and a wholly-owned subsidiary of ~~shareholders~~Euronav (~~the~~ “~~Special~~Merger ~~Meeting~~Sub”) tocompleted ~~consider~~the ~~and~~merger ~~vote on~~ (ithe “Merger”) a ~~proposal~~contemplated toby ~~approve~~ the Agreement and Plan of Merger, ~~dated as of December 20, 2017,~~ by and among the Company, Euronav MIand ~~Inc. (“~~Merger Sub”), ~~and~~dated ~~Euronav~~as NVof ~~(the~~December ~~“Merger Agreement”)~~20, ~~and~~2017 ~~the transactions contemplated thereby~~ (the “Merger Agreement”),. ~~and~~Pursuant ~~(ii) a~~to ~~proposal~~the toterms ~~adjourn~~of the ~~Special~~Merger ~~Meeting~~Agreement, ifMerger ~~necessary,~~Sub tomerged ~~permit~~with ~~further~~and ~~solicitation~~into ofthe ~~proxies~~Company, ifwith ~~there~~the ~~were~~Company ~~not~~continuing ~~sufficient~~as ~~votes at~~ the ~~time~~surviving ofcorporation ~~the~~and ~~Special~~a ~~Meeting~~wholly-owned tosubsidiary ~~approve~~of ~~the Merger Agreement~~Euronav.

AtSubject to the ~~Special~~terms ~~Meeting,~~and ~~shareholders~~conditions ofset ~~record~~forth asin ofthe ~~May 3,~~Merger ~~2018~~Agreement, at the ~~record~~effective ~~date~~time ~~for~~of the ~~Special~~Merger ~~Meeting~~(the “Effective Time”), ~~were~~each ~~entitled~~share toof ~~vote~~common 83stock,~~267,426~~ ~~shares~~par value $0.01 per share, of the Company’s issued and outstanding immediately prior to the Merger (other than shares of Company common stock owned by (i) the Company or its subsidiaries or (ii) Euronav, ~~each~~Merger ~~having~~Sub ~~one~~or ~~vote~~their respective subsidiaries) was canceled and automatically converted into the right to receive 0.7272 of an ordinary share, no par value per share, of Euronav. AEach ~~total~~then outstanding Company restricted stock unit became fully vested and was terminated and canceled in exchange for the right to receive 0.7272 of 67an ordinary share,~~469~~ no par value per share,~~220~~ of Euronav. Each then outstanding option to purchase shares of the Company’s common stock ~~(81.03%~~was terminated and canceled in exchange for the right of ~~all~~the ~~such~~former ~~shares~~option ~~entitled~~holder to ~~vote~~receive ata cash payment equal to the ~~Special~~Option ~~Meeting~~Consideration (as defined in the Merger Agreement). ~~were~~Immediately ~~represented~~following atthe Merger, pre-merger shareholders of Euronav owned approximately 72% of the ~~Special~~combined ~~Meeting~~company, inand ~~person~~former orCompany byshareholders ~~proxy~~owned approximately 28% of the combined company.

AtTrading ~~the~~in ~~Special Meeting,~~ the ~~shareholders of the~~ Company’s ~~(i) approved~~common ~~the~~stock ~~Merger~~on ~~Agreement and~~ the ~~transactions~~New ~~contemplated~~York ~~thereby,~~Stock ~~and~~Exchange (~~ii) approved adjournments or postponements of~~ the ~~Special~~“NYSE”) ~~Meeting,~~ceased ~~if necessary, to permit further solicitation of proxies if there were not sufficient votes~~ at the ~~time~~close of the ~~meeting~~market toon ~~approve~~June ~~the~~11, ~~Merger~~2018 ~~Agreement.~~in ~~Set~~connection ~~forth~~with ~~below are~~ the ~~final~~consummation ~~voting results for each~~ of the ~~proposals submitted to a vote of the shareholders~~Merger.

~~Approval~~The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2017, which is incorporated by reference herein.

~~The~~ITEM ~~shareholders~~3.01 Notice of ~~the~~Delisting ~~Company~~or ~~approved~~Failure ~~the~~to ~~Merger~~Satisfy ~~Agreement~~a ~~and~~Continued ~~the~~Listing ~~Merger.~~Rule ~~The~~or ~~voting~~Standard; ~~results~~Transfer ~~were~~of ~~as follows:~~Listing.

Votes For		Votes Against		Abstentions		Broker Non-Votes
67,346,352		90,192		32,676		0

The Company’s common stock was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the NYSE under the symbol “GNRT”. On June 12, 2018, the Company notified the NYSE of the closing of the Merger. The Company expects that as soon as practicable, the NYSE will file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, to deregister the common stock under Section 12(b) of the Exchange Act, and suspend and delist the common stock from trading on the NYSE.

~~Approval~~ITEM of3.03 ~~Adjournments~~Material orModifications ~~Postponements~~to the Rights of Security Holders.

The ~~shareholders~~information ofset ~~the~~forth ~~Company~~in ~~approved~~Items ~~adjournments~~2.01 orand ~~postponements of the Special Meeting, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the meeting to approve the Merger Agreement~~5.03 ~~The~~is ~~voting~~incorporated ~~results~~by ~~were~~reference ~~as follows:~~herein.

Votes For		Votes Against		Abstentions		Broker Non-Votes
65,952,644		1,484,090		32,486		0

Effective upon the closing of the Merger, the Company’s shareholders immediately prior to the effective time of the Merger ceased to have any rights as shareholders of the Company (other than their right to receive the applicable merger consideration).

~~Item~~ITEM 85.01. ~~Other~~Changes ~~Events~~in Control of Registrant.

~~Subject~~The toinformation ~~the~~set ~~satisfaction~~forth ~~of the remaining conditions to the closing of the Merger~~ in ~~accordance~~Items ~~with~~2.01 ~~the~~and ~~terms~~5.02 ofis ~~the~~incorporated ~~Merger~~by ~~Agreement,~~reference ~~the Company currently expects the Merger to close on or around June 12, 2018~~herein.

~~Cautionary~~ITEM ~~Statement~~5.02 ~~Regarding~~Departure ~~Forward-Looking~~of ~~Statements~~Directors or Certain Officers; Election of Directors; Appointment Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~In ~~Form 8-K,~~connection ~~including~~with ~~information~~the ~~incorporated~~consummation byof ~~reference~~the ~~into~~Merger, ~~this~~all ~~Form 8-K,~~of ~~may~~the ~~contain~~members ~~forward-looking~~of ~~statements,~~the ~~including,~~Board ~~for~~of ~~example,~~Directors ~~but~~of ~~not~~the ~~limited~~Company ~~to,~~(the ~~statements~~“Board”) ~~about~~and ~~management~~all ~~expectations,~~committees ~~strategic~~thereof ~~objectives,~~resigned ~~strategic~~from ~~opportunities~~such positions, ~~growth~~as ~~opportunities,~~of ~~business~~the ~~prospects,~~Effective ~~regulatory~~Time. ~~proceedings~~At the Effective Time, ~~transaction~~Paddy ~~synergies~~Rodgers and ~~other~~Brian ~~benefits~~Gallagher ofbecame the ~~Merger,~~sole ~~and~~members ~~other~~of ~~similar~~the ~~matters~~Board. ~~Forward-looking~~Biographical ~~statements~~information ~~are~~about ~~not~~Mr. ~~statements~~Rodgers ofand ~~historical~~Mr. ~~facts~~Gallagher and ~~represent~~information ~~only~~about ~~Euronav’s~~their orbusiness ~~Gener8~~experience is set forth in Euronav’s ~~beliefs~~Annual ~~regarding~~Report ~~future~~on ~~events,~~Form ~~which~~20-F ~~are~~for ~~inherently~~the ~~uncertain.~~year ~~Forward-looking~~ended ~~statements~~December ~~are~~31, ~~typically~~2017 ~~identified~~filed bywith ~~words~~the ~~such~~SEC ason ~~“anticipates,”~~April ~~“believes~~17,” ~~“budgets~~2018,” ~~“could,”~~and ~~“estimates,”~~is ~~“expects,”~~hereby ~~“forecasts,”~~incorporated ~~“foresees,”~~by ~~“goal,”~~reference ~~“intends,”~~into ~~“likely,”~~this ~~“may,”~~Current ~~“might,”~~Report ~~“plans,”~~on Form 8-K.

~~“projects~~In connection with the Merger,” ~~“schedule~~at the request of Euronav,” ~~“should~~each of the following persons agreed to relinquish their positions in the following offices of the Company,” ~~“target~~as of the effective time of the merger: Peter Georgiopoulos,” ~~“will~~Chief Executive Officer; Leonard Vrondissis,” orExecutive ~~“would”~~Vice President, Chief Financial Officer and ~~similar~~Secretary; ~~expressions~~John Tavlarios, ~~although~~Executive ~~not~~Vice ~~all~~President ~~forward~~and Chief Operating Officer; Dean Scaglione, Controller and Treasurer, except that Mr. Scaglione will continue to work for the Company as controller, for a transitional period that is currently expected to last through August 2018, pursuant to the terms of a working notice separation agreement; George Fikaris, Vice President; Milton Gonzales, Manager and Technical Director of Gener8 Maritime Management LLC (a wholly-~~looking~~owned ~~information~~subsidiary ~~contains~~of ~~these~~the ~~identifying~~Company) ~~words~~and Sean Bradley, Manager and Commercial Director of Gener8 Maritime Management LLC.

ByEffective their very nature, forward-looking statements require Euronav and Gener8 to make assumptions and are subject to inherent risks and uncertainties that give rise to the possibility that Euronav’s or Gener8’s predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that Euronav’s or Gener8’s assumptions may not be correct and that Euronav’s or Gener8’s objectives, strategic goals and priorities will not be achieved. Readers are cautioned not to place undue reliance on these statements, as ~~a number~~ of ~~important factors could cause actual results to differ materially from~~ the ~~expectations~~Effective ~~expressed in such forward-looking statements. These factors include~~Time, but are not limited to, the possibility that the Merger does not close when expected or at all because conditions to the closing are not satisfied on a timely basis or at all; that Gener8 and Euronav may be required to modify the terms and conditions of the Merger Agreement to achieve shareholder approval, or that the anticipated benefits of the Merger are not realized as a result of such things as the weakness of the economy and competitive factors in the seaborne transportation area in which Euronav and Gener8 do business; potential litigation arising from the Merger Agreement and/or the Merger; the Merger’s effect on the relationships of Euronav or Gener8 with their respective customers and suppliers, whether or not the Merger is completed; Euronav’s shareholders’ and Gener8’s shareholders’ reduction in their percentage ownership and voting power; the challenges presented by the integration of Euronav and Gener8; the uncertainty of third-party approvals; the significant transaction and merger-related integration costs; fulfilment of the conditions precedent to the effectiveness of an amendment to Gener8’s KEXIM Credit Agreement and other factors listed from time to time in Gener8’s and Euronav’s filings with the SEC, including, without limitation, Gener8’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and its subsequent reports on Form 10-Q and Form 8-K and Euronav’s Form 20-F for the fiscal year ended December 31, 2017 and its subsequent reports on Form 6-K. The forward-looking statements speak only as of the date of this Form 8-K, in the case of forward-looking statements contained in this Form 8-K, or the dates of the documents incorporated by reference into this Form 8-K, in the case of forward-looking statements made in those incorporated documents. Except as required by applicable law or regulation, Gener8 and Euronav do not undertake to update any forward-looking statement, whether written or oral, to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events.

~~Important~~Paddy ~~Information~~Rodgers ~~for~~became ~~Investors~~President ~~and~~of ~~Shareholders~~the Company.

InBrian ~~connection~~Gallagher with the proposed transaction between Gener8 and Euronav, Gener8 and Euronav have filed and intend to file relevant materials with the SEC, including a Euronav registration statement on Form F-4 that includes a proxy statement of Gener8 and that also constitutes a prospectus of Euronav. The definitive proxy statement/prospectus was ~~first~~appointed ~~mailed~~Vice toPresident shareholders of Gener8 on May 10, 2018. INVESTORS AND SECURITY HOLDERS OF GENER8 AND EURONAV ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GENER8, EURONAV AND THE PROPOSED TRANSACTION. Investors and ~~security~~Secretary ~~holders are able to obtain free copies~~ of the ~~registration statement and the definitive proxy statement/prospectus and other documents filed with the SEC by Gener8 and Euronav through the website maintained by the SEC at http://www~~Company.sec.gov. Copies of the documents filed with the SEC by Gener8 are available free of charge on Gener8 internet website at www.gener8maritime.com. Copies of the documents filed with the SEC by Euronav are available free of charge on Euronav’s internet website at www.euronav.com.

3Milton H. Gonzales was appointed as the Chief Operating Officer of the Company for a transitional period that is expected to last through October 2018. Biographical information about Mr. Gonzales and information about his business experience is set forth in Amendment No. 1 to Gener8 Maritime, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on April 30, 2018 and is hereby incorporated by reference into this Current Report on Form 8-K.

~~SIGNATURE~~ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

~~Pursuant~~At to the ~~requirements~~Effective ofTime, the ~~Securities~~articles ~~Exchange~~of ~~Act~~incorporation of ~~1934~~the Company, ~~Gener8~~as ~~Maritime~~amended, ~~Inc.~~ ~~has~~were ~~duly~~amended ~~caused~~and ~~this~~restated ~~report~~in their entirety to be ~~signed~~in ona ~~its~~form ~~behalf~~appropriate byfor ~~the~~a ~~undersigned~~wholly-owned ~~hereunto~~subsidiary. ~~duly~~The ~~authorized~~bylaws, as amended, were amended to be in a form appropriate for a wholly-owned subsidiary.

~~GENER8~~The ~~MARITIME,~~foregoing ~~INC.~~description ~~/s/~~of ~~Leonard~~the J.amended ~~Vrondissis~~and ~~Leonard~~restated Jarticles of incorporation and the amended bylaws of the Company does not purport to be complete and is qualified in its entirety by reference to the articles of incorporation and bylaws of the Company which are filed as Exhibits 3.1 ~~Vrondissis~~and ~~Chief~~3.2 ~~Financial~~hereto, ~~Officer~~respectively, ~~Secretary~~ and ~~Executive~~are ~~Vice~~incorporated ~~President~~into this report by reference.

~~DATE: June 11,~~ITEM ~~2018~~9.01 Financial Statements and Exhibits.

4(d) Exhibits.

3.1		Amended and Restated Articles of Incorporation of Euronav MI II Inc.

3.2		Amended Bylaws of Euronav MI II Inc.

EXHIBIT INDEX

3.1		Amended and Restated Articles of Incorporation of Euronav MI II Inc.

3.2		Amended Bylaws of Euronav MI II Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Gener8 Maritime, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EURONAV MI II INC.


	/s/ Milton H. Gonzales
	Milton H. Gonzales
	Chief Operating Officer

DATE: June 12, 2018

Filing Compare · Euronav MI II Inc.