0001104659-18-039851.txt : 20180613
0001104659-18-039851.hdr.sgml : 20180613
20180613160441
ACCESSION NUMBER: 0001104659-18-039851
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180612
FILED AS OF DATE: 20180613
DATE AS OF CHANGE: 20180613
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GEORGIOPOULOS PETER C
CENTRAL INDEX KEY: 0001142165
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34228
FILM NUMBER: 18896753
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Euronav MI II Inc.
CENTRAL INDEX KEY: 0001443799
STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
IRS NUMBER: 660716485
STATE OF INCORPORATION: 1T
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 299 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10171
BUSINESS PHONE: (212) 763-5600
MAIL ADDRESS:
STREET 1: 299 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10171
FORMER COMPANY:
FORMER CONFORMED NAME: Gener8 Maritime, Inc.
DATE OF NAME CHANGE: 20150513
FORMER COMPANY:
FORMER CONFORMED NAME: General Maritime Corp / MI
DATE OF NAME CHANGE: 20081211
FORMER COMPANY:
FORMER CONFORMED NAME: Galileo Holding CORP
DATE OF NAME CHANGE: 20080825
4
1
a4.xml
4
X0306
4
2018-06-12
1
0001443799
Euronav MI II Inc.
GNRT
0001142165
GEORGIOPOULOS PETER C
C/O GENER8 MARITIME, INC.
299 PARK AVENUE, 2ND FLOOR
NEW YORK
NY
10017
1
1
0
0
Chairman & Chief Exec. Officer
Common Stock
2018-06-12
4
D
0
865103
D
0
D
Restricted Stock Units
2018-06-12
4
D
0
216276
D
Common Stock
216276
0
D
Employee Stock Options (right to buy)
4.69
2018-06-12
4
D
0
500000
1.93
D
2024-01-05
Common Stock
500000
0
D
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 wholly owned subsidiary of Euronav ("Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding Gener8 common share was canceled and exchanged for the right to receive 0.7272 of a Euronav ordinary share in the following manner: (i) each Gener8 common share was 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 contributed to Euronav in exchange for 0.7272 of a Euronav ordinary share.
Each restricted stock unit represents a contingent right to receive one share of GNRT common stock, or in the sole discretion of GNRT's Compensation Committee, the cash value of a share of GNRT common stock on the date that the restricted stock unit vests.
Pursuant to the Merger Agreement, at the Effective Time each then outstanding Gener8 restricted stock unit became fully vested and was terminated and canceled in exchange for the right to receive 0.7272 of a Euronav ordinary share in the following manner: (i) each Gener8 restricted stock unit was 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 contributed to Euronav in exchange for 0.7272 of a Euronav ordinary share.
At the Effective Time, each outstanding Gener8 stock option was terminated and canceled in exchange for the right of the holder to be paid by the Surviving Corporation, immediately after the Effective Time (and in no event later than five (5) calendar days following the Effective Time), an amount in cash equal to the product of (a) the number of shares of Gener8 common stock subject to such Gener8 stock option immediately prior to the Closing Date (as defined in the Merger Agreement), and (b) the excess, if any, of the product of (i) the closing price per Euronav share on the New York Stock Exchange on the last trading day prior to the Effective Time and
(ii) an amount equal to (I) the aggregate merger consideration of 60,815,764 Euronav shares divided by (II) the aggregate number of Gener8 common shares issued and outstanding immediately prior to the Effective Time or subject to Gener8 restricted stock units issued and outstanding immediately prior to the Effective Time, over the exercise price applicable to such shares of Gener8 common stock subject to such option.
/s/ Peter Georgiopoulos
2018-06-12