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Sec Form 4 Filing - Apollo Management Holdings GP LLC @ GENCO SHIPPING & TRADING LTD - 2016-11-15

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Apollo Management Holdings GP, LLC
2. Issuer Name and Ticker or Trading Symbol
GENCO SHIPPING & TRADING LTD [ GNK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
9 W. 57TH STREET, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2016
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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
Series A Convertible Preferred Stock ( 1 ) 11/15/2016 P 1,024,054 ( 1 ) ( 1 ) Common Stock 1,024,054 $ 4.85 1,024,054 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Apollo Management Holdings GP, LLC
9 W. 57TH STREET
43RD FLOOR
NEW YORK, NY10019
X
Apollo Management Holdings, L.P.
9 W. 57TH STREET
NEW YORK, NY10019
X
Apollo Capital Management GP, LLC
9 WEST 57TH STREET
NEW YORK, NY10019
X
Apollo Capital Management, L.P.
9 WEST 57TH STREET
NEW YORK, NY10019
X
Apollo Principal Holdings II, L.P.
9 W. 57TH STREET
43RD FLOOR
NEW YORK, NY10019
X
Apollo Principal Holdings II GP, LLC
9 W. 57TH ST.
43RD FLOOR
NEW YORK, NY10019
X
Apollo SVF Management GP, LLC
9 WEST 57TH STREET
NEW YORK, NY10019
X
Apollo SVF Management, L.P.
TWO MANHATTANVILLE ROAD
PURCHASE, NY10577
X
APOLLO SPECIAL OPPORTUNITIES MANAGED ACCOUNT LP
ONE MANHATTANVILLE ROAD
SUITE 201
PURCHASE, NY10577
X
Signatures
see signatures attached as Exhibit 99.2 11/17/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Convertible Preferred Stock ("Preferred Shares") will be automatically converted into shares of the Issuer's common stock ("Common Stock") upon the approval of the Issuer's stockholders, at an initial ratio of one share of Common Stock for each Preferred Share, subject to adjustment pursuant to certain anti-dilution provisions. The Issuer has committed to take all action necessary to hold a special meeting of its stockholders to seek stockholder approval of the conversion within 60 days of the closing under the purchase agreement pursuant to which the Preferred Shares were issued.
( 2 )See Exhibit 99.1.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.