Sec Form 4 Filing - Smith Steven David @ Euronav MI II Inc. - 2018-06-12

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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
Smith Steven David
2. Issuer Name and Ticker or Trading Symbol
Euronav MI II Inc. [ GNRT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AURORA CAPITAL GROUP,, 10877 WILSHIRE BLVD., SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
06/12/2018
(Street)
LOS ANGELES, CA90024
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 06/12/2018 D 6,264,594 D 0 I See Footnotes ( 3 ) ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Smith Steven David
C/O AURORA CAPITAL GROUP,
10877 WILSHIRE BLVD., SUITE 2100
LOS ANGELES, CA90024
X
Signatures
/s/ Steven Smith 06/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Euronav NV, a Belgian corporation ("Euronav"), Euronav MI Inc., a Marshall Islands corporation and a direct wholly-owned subsidiary of Euronav ("Merger Sub"), and Gener8 Maritime, Inc., a Marshall Islands corporation ("Gener8"), are parties to the Agreement and Plan of Merger, dated as of December 20, 2017 (the "Merger Agreement"), pursuant to which Merger Sub merged with and into Gener8 (the "Merger"), with Gener8 as the surviving company and as a direct wholly owned subsidiary of Euronav ("Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), Gener8 share issued and outstanding immediately prior to the Effective Time (other than certain specified shares) was canceled and automatically converted into the right to receive 0.7272 of a Euronav ordinary share in the following manner:
( 2 )(i) each Gener8 common share issued and outstanding immediately prior to the Effective Time (other than certain specified shares) was automatically converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation and (ii) each such share of the Surviving Corporation was automatically exchanged for 0.7272 of a Euronav ordinary share.
( 3 )The Reporting Person is one of two Managing Members of each of Aurora Resurgence Advisors II LLC, a Delaware limited liability company ("ARA II"), and Aurora Resurgence Capital Partners II LLC, a Delaware limited liability company ("ARCAP II"). ARCP II is the general partner of Aurora Resurgence Fund II L.P., a Delaware limited partnership, which owns ARF II Maritime Holdings LLC, a Delaware limited liability company ("ARF II MH"). ARA II is the general partner of ARF II Maritime Equity Partners LP, a Delaware limited partnership ("ARF II MEP"), and is the non-member manager of ARF II Maritime Equity Co-Investors LLC, a Delaware limited liability company ("ARF II ME CO"). This Form lists 6,264,594 shares of Gener8's common stock, consisting of 4,054,054 shares held of record by ARF II MH, 48,378 shares held of record by ARF II MEP and 2,162,162 shares held of record by ARF II ME CO.
( 4 )The Reporting Person hereby disclaims beneficial ownership of any such shares beneficially owned by such entities except to the extent of any pecuniary interest therein and this Form shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purposes.

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