SEC Form SC 13D filed by Genco Shipping & Trading Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Genco Shipping & Trading Limited

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

Y2685T131

(CUSIP Number)

Richard M. Brand

Kiran S. Kadekar

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

(212) 504-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 20, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* All reported Common Shares are held by GK Investor LLC. GK Investor LLC is a controlled affiliate of each of Sphinx Investment Corp. and Maryport Navigation Corp. Sphinx Investment Corp. is a controlled affiliate of Maryport Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.

** Based on the 42,538,665 Common Shares stated by the Issuer as being outstanding as at November 8, 2023 in its Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the United States Securities and Exchange Commission (the “SEC”) on November 8, 2023 (the “November 2023 10-Q”).

* All reported Common Shares are held by GK Investor LLC. GK Investor LLC is a controlled affiliate of each of Sphinx Investment Corp. and Maryport Navigation Corp. Sphinx Investment Corp. is a controlled affiliate of Maryport Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.

** Based on the 42,538,665 Common Shares stated by the Issuer as being outstanding as at November 8, 2023 in its November 2023 10-Q.

* All reported Common Shares are held by GK Investor LLC. GK Investor LLC is a controlled affiliate of each of Sphinx Investment Corp. and Maryport Navigation Corp. Sphinx Investment Corp. is a controlled affiliate of Maryport Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.

** Based on the 42,538,665 Common Shares stated by the Issuer as being outstanding as at November 8, 2023 in its November 2023 10-Q.

* All reported Common Shares are held by GK Investor LLC. GK Investor LLC is a controlled affiliate of each of Sphinx Investment Corp. and Maryport Navigation Corp. Sphinx Investment Corp. is a controlled affiliate of Maryport Navigation Corp. Maryport Navigation Corp. is controlled by Mr. Economou.

** Based on the 42,538,665 Common Shares stated by the Issuer as being outstanding as at November 8, 2023 in its November 2023 10-Q.

This joint statement on Schedule 13D (this “Schedule 13D”) is filed with respect to the common shares, par value $0.01 per share (the “Common Shares”), of Genco Shipping & Trading Limited, a corporation formed under the laws of the Republic of the Marshall Islands (the “Issuer”) and having its principal executive offices at 299 Park Avenue, 12th Floor, New York, New York 10171.

(a), (f) This Schedule 13D is being filed by GK Investor LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (“GK Investor”), Sphinx Investment Corp., a corporation organized under the laws of the Republic of the Marshall Islands (“Sphinx”), Mayport Navigation Corp., a corporation organized under the laws of the Republic of Liberia (“Maryport”) and George Economou, a Greek citizen (“Mr. Economou”, and collectively with GK Investor, Sphinx and Maryport, the “Reporting Persons”). Sphinx, Maryport and GK Investor are each controlled by Mr. Economou.

The managers of GK Investor are Sphinx and Maryport. The sole director and executive officer of each of Sphinx and Maryport is Levante Services Limited (“Levante”), a corporation organized under the laws of the Republic of Liberia.¹

(b) The address of the principal office of Sphinx, Maryport and GK Investor is c/o Levante Services Limited, Leoforos Evagorou 31, 2^nd Floor, Office 21 1066 Nicosia Cyprus. The business address of Mr. Economou is c/o Levante Services Limited, Leoforos Evagorou 31, 2^nd Floor, Office 21 1066 Nicosia, Cyprus. The address of the principal office of Levante is Leoforos Evagorou 31, 2^nd Floor, Office 21 1066 Nicosia, Cyprus.

(c) The principal business of each of Sphinx, Maryport and GK Investor is the making of investments in securities. The principal occupation of Mr. Economou is investor and business executive, and such business is conducted through, among other entities, Sphinx, Maryport and GK Investor. The principal business of Levante is acting as director, president, treasurer and secretary of Sphinx, Maryport and other companies.

¹ The sole executive officer of Levante is Kleanthis Costa Spathias, a citizen of the United Kingdom. Mr. Spathias’s principal occupation is the provision of nominee director and secretarial services and other services of a ministerial nature to third parties, and his principal business address is c/o Levante Services Limited, Leoforos Evagorou 31, 2^nd Floor, Office 21 1066 Nicosia, Cyprus. Mr. Spathias is also one of two directors of Levante. As of November 28, 2023, Costas Ioannou, a citizen of the United Kingdom, was appointed as a second director of Levante. Mr. Ioannou’s principal occupation is the provision of nominee director and secretarial services and other services of a ministerial nature to third parties, and his principal business address is c/o Levante Services Limited, Leoforos Evagorou 31, 2^nd Floor, Office 21 1066 Nicosia, Cyprus.

(d) During the last five years, none of the Reporting Persons, nor to their knowledge, any of their respective directors and executive officers, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons, nor to their knowledge, any of their respective directors and executive officers, is or during the last five years has been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

GK Investor purchased the 2,313,572 Common Shares reported herein for a total purchase price of $33,941,176 including fees and expenses. The source of funds used by GK Investor to purchase the Common Shares is its working capital. Unless noted above, no part of the purchase price for such Common Shares was borrowed by any Reporting Person for the purpose of acquiring, holding, trading or voting any securities discussed in this Item 3.

The responses to Item 3 of this Schedule 13D is incorporated herein by reference.

The Reporting Persons acquired the Common Shares over which they exercise beneficial ownership in the belief that the Common Shares are undervalued and are an attractive investment. The Reporting Persons from time to time expect to enter into discussions with directors and officers of the Issuer, other stockholders of the Issuer or third parties in connection with the Reporting Persons’ investment in the Issuer. Such discussions may include, without limitation, one or more of members of management, members of the board (individually or acting as a whole), other stockholders of the Issuer and other persons to discuss the governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans and future of the Issuer, as well as other matters related to the Issuer. These discussions may review options for enhancing stockholder value through, among other things, various strategic alternatives, including without limitation asset dispositions, or operational or management initiatives.

On December 5, 2023, pursuant to Section 3 of Article III of the bylaws of the Issuer, GK Investor requested that the Issuer provide to GK Investor electronic copies of its form of director questionnaire with respect to proposed nominees for election to the Issuer’s board of directors.

The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the Common Shares, other investment opportunities available to the Reporting Persons, concentrations in the portfolios managed by the Reporting Persons, conditions in the securities, shipping and other markets and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate, including, without limitation: (i) acquiring additional Common Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Common Shares or otherwise relate to the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering, or changing their intention with respect to, one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

(a), (b) The Reporting Persons each may be deemed to beneficially own all of the 2,313,572 Common Shares (the “Subject Shares”) reported herein, which represent approximately 5.4% of Issuer’s outstanding Common Shares, based on the 42,538,665 Common Shares stated by Issuer as being outstanding as of November 8, 2023 in the Issuer’s November 2023 10-Q.

GK Investor has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 2,313,572 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 2,313,572 Common Shares.

Sphinx has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 2,313,572 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 2,313,572 Common Shares.

Maryport has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 2,313,572 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 2,313,572 Common Shares.

Mr. Economou has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 2,313,572 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 2,313,572 Common Shares.

(c) Other than as described herein or on Exhibit 99.2 filed herewith, which is incorporated herein by reference, no transactions of Common Shares were effected by the Reporting Persons during the past 60 days.

(d) Except as set forth above in this Item 5, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.

(e) Not applicable.

The responses to Items 3 and 4 of this Schedule 13D are incorporated herein by reference.

The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached hereto as Exhibit 99.1.

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.