Smith Steven David 4
4 · Euronav MI II Inc. · Filed Jun 14, 2018
Insider Transaction Report
Form 4
Smith Steven David
Director
Transactions
- Disposition to Issuer
Common Stock
2018-06-12−6,264,594→ 0 total(indirect: See Footnotes)
Footnotes (4)
- [F1]Euronav NV, a Belgian corporation ("Euronav"), Euronav MI Inc., a Marshall Islands corporation and a direct wholly-owned subsidiary of Euronav ("Merger Sub"), and Gener8 Maritime, Inc., a Marshall Islands corporation ("Gener8"), are parties to the Agreement and Plan of Merger, dated as of December 20, 2017 (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Gener8 (the "Merger"), with Gener8 as the surviving company and as a direct wholly owned subsidiary of Euronav ("Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), Gener8 share issued and outstanding immediately prior to the Effective Time (other than certain specified shares) was canceled and automatically converted into the right to receive 0.7272 of a Euronav ordinary share in the following manner:
- [F2](i) each Gener8 common share issued and outstanding immediately prior to the Effective Time (other than certain specified shares) was automatically converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation and (ii) each such share of the Surviving Corporation was automatically exchanged for 0.7272 of a Euronav ordinary share.
- [F3]The Reporting Person is one of two Managing Members of each of Aurora Resurgence Advisors II LLC, a Delaware limited liability company ("ARA II"), and Aurora Resurgence Capital Partners II LLC, a Delaware limited liability company ("ARCAP II"). ARCP II is the general partner of Aurora Resurgence Fund II L.P., a Delaware limited partnership, which owns ARF II Maritime Holdings LLC, a Delaware limited liability company ("ARF II MH"). ARA II is the general partner of ARF II Maritime Equity Partners LP, a Delaware limited partnership ("ARF II MEP"), and is the non-member manager of ARF II Maritime Equity Co-Investors LLC, a Delaware limited liability company ("ARF II ME CO"). This Form lists 6,264,594 shares of Gener8's common stock, consisting of 4,054,054 shares held of record by ARF II MH, 48,378 shares held of record by ARF II MEP and 2,162,162 shares held of record by ARF II ME CO.
- [F4]The Reporting Person hereby disclaims beneficial ownership of any such shares beneficially owned by such entities except to the extent of any pecuniary interest therein and this Form shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purposes.