Sec Form 4 Filing - Vogel Gary @ Eagle Bulk Shipping Inc. - 2015-09-29

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., 477 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2015 (Street) NEW YORK, NY10022 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 09/29/2015 A( 1 ) 325,000 A $ 0 325,000 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 Option (right to buy) $ 5.87 09/29/2015 A( 2 ) 325,000 ( 2 ) 09/29/2020 Common Stock 325,000 $ 0 325,000 D Option (right to buy) $ 13 09/29/2015 A( 2 ) 325,000 ( 2 ) 09/29/2020 Common Stock 325,000 $ 0 325,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vogel Gary C/O EAGLE BULK SHIPPING INC. 477 MADISON AVENUE NEW YORK, NY10022 X Chief Executive Officer Signatures /s/ Gary Vogel 10/01/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 29, 2015, the Board of Directors (the "Board") of Eagle Bulk Shipping Inc. (the "Issuer") granted to Gary Vogel, a member of the Board and the Issuer's Chief Executive Officer, 325,000 shares of restricted common stock. The shares of restricted common stock vest 100% on the third anniversary of September 1, 2015, the date when Mr. Vogel became the Issuer's CEO, subject to Mr. Vogel's continued employment with the Issuer or any of its affiliates on the vesting date, subject to adjustment in the event Mr. Vogel's employment is terminated by the Issuer without cause or by him for good reason prior to the vesting date, as detailed in the Restricted Stock Award Agreement, dated September 29, 2015, by and between the Issuer and Mr. Vogel. ( 2 )Also on September 29, 2015, the Board granted Mr. Vogel options to purchase 325,000 shares of the Issuer's common stock at an exercise price of $5.87 per share, and options to purchase 325,000 shares of the Issuer's common stock at an exercise price of $13 per share (collectively, the "Options"). The Options vest ratably on each of the four anniversaries of September 1, 2015, the date when Mr. Vogel became the Issuer's CEO, subject to Mr. Vogel's continued employment with the Issuer on each applicable vesting date.

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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