Sec Form 4 Filing - Zafolias Apostolos @ GENCO SHIPPING & TRADING LTD - 2022-02-23

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Zafolias Apostolos 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O GENCO SHIPPING & TRADING LIMITED, 299 PARK AVENUE, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2022 (Street) NEW YORK, NY10171 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 02/23/2022 M 3,363 A 12,388 D Common Stock 02/23/2022 S 1,614( 2 ) D $ 19.7083( 3 ) 10,774 D Common Stock 02/25/2022 M 4,721 A 15,495 D Common Stock 02/25/2022 S 2,266( 4 ) D $ 19.7025( 5 ) 13,229 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 ( 6 )( 7 ) 02/23/2022 A 17,893 ( 7 ) ( 7 ) Common Stock 17,893( 6 ) $ 0 17,893 D Restricted Stock Units ( 1 )( 6 )( 8 ) 02/23/2022 M 3,363 ( 6 ) ( 8 ) Common Stock 3,363( 6 ) $ 0 6,278 D Option $ 9.91 02/25/2021( 9 ) 02/25/2026 Common Stock 11,547 11,547 D Restricted Stock Units ( 1 )( 6 )( 10 ) 02/25/2022 M 4,721 ( 10 ) ( 10 ) Common Stock 4,721( 6 ) $ 0 4,722 D Option $ 7.06 02/25/2021( 11 ) 02/25/2026 Common Stock 28,090 28,090 D Restricted Stock Units ( 6 )( 12 ) ( 12 ) ( 12 ) Common Stock 2,980( 6 ) 2,980 D Option $ 8.065 03/04/2020( 13 ) 03/04/2025 Common Stock 20,270 20,270 D Option $ 13.365 02/27/2019( 14 ) 02/27/2024 Common Stock 11,962 11,962 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zafolias Apostolos C/O GENCO SHIPPING & TRADING LIMITED 299 PARK AVENUE, 12TH FLOOR NEW YORK, NY10171 Chief Financial Officer Signatures /s/ Apostolos Zafolias 02/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person became entitled to receive shares of common stock in settlement of restricted stock units upon their vesting. ( 2 )These shares were sold under instructions given in a previously existing plan established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in order to satisfy the reporting person's tax obligations for restricted stock units that vested on February 23, 2022. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.525 to $20.3584 (inclusive) on February 23, 2022. The reporting person undertakes to provide to Genco Shipping & Trading Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 4 )These shares were sold under instructions given in a previously existing plan established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in order to satisfy the reporting person's tax obligations for restricted stock units that vested on February 25, 2022. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions a t prices ranging from $19.04 to $19.945 (inclusive) on February 25, 2022. The reporting person undertakes to provide to Genco Shipping & Trading Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 6 )Each restricted stock unit represents the right to receive one share of the issuer's common stock, or in the sole discretion of the issuer's Compensation Committee, the value of a share of common stock on the date that the restricted stock unit vests. ( 7 )These restricted stock units generally vest in equal installments on each of the first five anniversaries of February 23, 2022, subject to postponement of settlement if the vesting occurs during a blackout period or other trading restriction. ( 8 )These restricted stock units generally vest in equal installments on each of the first three anniversaries of February 23, 2021, subject to postponement of settlement if the vesting occurs during a blackout period or other trading restriction. ( 9 )These options generally become exercisable in equal installments on each of the first three anniversaries of February 23, 2021. ( 10 )These restricted stock units generally vest in equal installments on each of the first three anniversaries of February 25, 2020, subject to postponement of settlement if the vesting occurs during a blackout period or other trading restriction. ( 11 )These options generally become exercisable in equal installments on each of the first three anniversaries of February 25, 2020. ( 12 )These restricted stock units generally vest in equal installments on each of the first three anniversaries of March 4, 2019, subject to postponement of settlement if the vesting occurs during a blackout period or other trading restriction. ( 13 )These options generally become exercisable in equal installments on each of the first three anniversaries of March 4, 2019. ( 14 )These options generally became exercisable in equal installments on each of the first three anniversaries of February 27, 2018.

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.