Sec Form 4 Filing - Vogel Gary @ Eagle Bulk Shipping Inc. - 2024-04-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Vogel Gary 2. Issuer Name and Ticker or Trading Symbol Eagle Bulk Shipping Inc. [ EGLE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O EAGLE BULK SHIPPING INC., 300 FIRST STAMFORD PLACE, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/09/2024 (Street) STAMFORD, CT06902 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/09/2024 D( 1 ) 10,847 D 129,513 D Common Stock 04/09/2024 D( 2 ) 129,513 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) 04/09/2024 D 3,100 ( 3 ) ( 3 ) Common Stock 3,100 ( 3 ) 0 D Restricted Stock Units ( 4 ) 04/09/2024 D 7,220 ( 4 ) ( 4 ) Common Stock 7,220 ( 4 ) 0 D Restricted Stock Units ( 5 ) 04/09/2024 D 38,045 ( 5 ) ( 5 ) Common Stock 38,045 ( 5 ) 0 D Restricted Stock Units ( 6 ) 04/09/2024 A 38,045 ( 6 ) ( 6 ) Common Stock 38,045 $ 0 38,045 D Restricted Stock Units ( 7 ) 04/09/2024 D 38,045 ( 7 ) ( 7 ) Common Stock 38,045 ( 7 ) 0 D Restricted Stock Units ( 8 ) 04/09/2024 D 5,660 ( 8 ) ( 8 ) Common Stock 5,660 ( 8 ) 0 D Restricted Stock Units ( 9 ) 04/09/2024 D 5,135 ( 9 ) ( 9 ) Common Stock 5,135 ( 9 ) 0 D Restricted Stock Units ( 10 ) 04/09/2024 A 4,245 ( 10 ) ( 10 ) Common Stock 4,245 $ 0 4,245 D Restricted Stock Units ( 11 ) 04/09/2024 D 4,245 ( 11 ) ( 11 ) Common Stock 4,245 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vogel Gary C/O EAGLE BULK SHIPPING INC. 300 FIRST STAMFORD PLACE, 5TH FLOOR STAMFORD, CT06902 X Chief Executive Officer Signatures /s/ Gary Vogel 04/11/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This award of restricted shares of common stock and performance-based restricted shares of common stock was granted on September 3, 2021 and certain performance criteria were certified on March 11, 2022. The unvested restricted shares of common stock subject to this award were cancelled and converted into 28,433 restricted common shares of Star Bulk Carriers Corp. ("Star Bulk") in connection with the closing of the merger of Eagle Bulk Shipping Inc. (the "Issuer") and Star Bulk pursuant to that certain Agreement and Plan of Merger dated December 11, 2023, by and among the Issuer, Star Bulk and Star Infinity Corp. (the "Merger Agreement"). ( 2 )Disposed of in exchange for 339,466 common shares of Star Bulk and cash in lieu of fractional shares in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement. ( 3 )This award was granted on March 11, 2022. The unvested restricted stock units subject to this award were cancelled and converted into 8,126 restricted stock units of Star Bulk in connection with the closing of the merger of the Is suer and Star Bulk pursuant to the Merger Agreement. ( 4 )This award of performance-based restricted stock units was granted on March 11, 2022 and certain performance criteria were certified on March 8, 2023. The unvested restricted stock units subject to this award were cancelled and converted into 18,925 restricted stock units of Star Bulk in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement. ( 5 )This award was granted on November 15, 2022. The unvested restricted stock units subject to this award were cancelled and converted into 99,720 restricted stock units of Star Bulk in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement. ( 6 )On April 9, 2024, in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement, certain performance criteria for the performance-based restricted stock units granted under the Issuer's 2016 Equity Incentive Plan to Gary Vogel, the Issuer's Chief Executive Officer, on November 15, 2022 had been met and 38,045 restricted stock units may become vested. ( 7 )This award of performance-vested restricted stock units was granted on November 15, 2022 and certain performance criteria were met on April 9, 2024. The unvested restricted stock units subject to this award were cancelled and converted into 99,720 restricted stock units of Star Bulk in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement. ( 8 )This award was granted on March 6, 2023. The unvested restricted stock units subject to this award were cancelled and converted into 14,836 restricted stock units of Star Bulk in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement. ( 9 )This award of performance-based restricted stock units was granted on March 6, 2023 and certain performance criteria were certified on February 24, 2024. The unvested restricted stock units subject to this award were cancelled and converted into 13,460 restricted stock units of Star Bulk in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement. ( 10 )On April 9, 2024, in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement, certain performance criteria for the performance-based restricted stock units granted under the Issuer's 2016 Equity Incentive Plan to Gary Vogel, the Issuer's Chief Executive Officer, on March 6, 2023 had been met and 4,245 restricted stock units may become vested. ( 11 )This award of performance-based restricted stock units was granted on March 6, 2023 and certain performance criteria were met on April 9, 2024. The unvested restricted stock units subject to this award were cancelled and converted into 11,127 restricted stock units of Star Bulk in connection with the closing of the merger of the Issuer and Star Bulk pursuant to the Merger Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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