Sec Form 4 Filing - BlueMountain Capital Management, LLC @ International Seaways, Inc. - 2018-02-12

Insider filing report for Changes in Beneficial Ownership
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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
BlueMountain Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
International Seaways, Inc. [ INSW]
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)
280 PARK AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2018
(Street)
NEW YORK, NY10017
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
Common Stock 02/12/2018 S 7 ( 1 ) D $ 15.98 3,409,442 ( 2 ) I By BlueMountain Guadalupe Peak Fund L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 02/12/2018 S 7 ( 5 ) D $ 15.98 0 I By BlueMountain Kicking Horse Fund L.P. ( 3 ) ( 4 ) ( 5 )
Common Stock 02/12/2018 S 28 ( 7 ) D $ 15.98 0 I By BlueMountain Systematic Master Fund L.P. ( 3 ) ( 4 ) ( 7 )
Common Stock 02/12/2018 S 6 ( 8 ) D $ 15.98 0 I By BlueMountain Fursan Fund L.P. ( 3 ) ( 4 ) ( 8 )
Common Stock 02/14/2018 S 1 ( 1 ) D $ 16.27 3,409,442 ( 2 ) I By BlueMountain Guadalupe Peak Fund L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock 02/14/2018 S 2 ( 5 ) D $ 16.27 0 I By BlueMountain Kicking Horse Fund L.P. ( 3 ) ( 4 ) ( 5 )
Common Stock 02/14/2018 S 3 ( 6 ) D $ 16.27 0 I By BlueMountain Credit Alternatives Master Fund L.P. ( 3 ) ( 4 ) ( 6 )
Common Stock 02/14/2018 S 7 ( 7 ) D $ 16.27 0 I By BlueMountain Systematic Master Fund L.P. ( 3 ) ( 4 ) ( 7 )
Common Stock 02/14/2018 S 2 ( 8 ) D $ 16.27 0 I By BlueMountain Fursan Fund L.P. ( 3 ) ( 4 ) ( 8 )
Common Stock 02/21/2018 P 3,721 ( 7 ) A $ 16.9908 ( 9 ) 0 I By BlueMountain Systematic Master Fund L.P. ( 3 ) ( 4 ) ( 7 )
Common Stock 02/21/2018 P 798 ( 8 ) A $ 17 0 I By BlueMountain Fursan Fund L.P. ( 3 ) ( 4 ) ( 8 )
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
BlueMountain Capital Management, LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BlueMountain GP Holdings, LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BlueMountain Long/Short Credit GP, LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BlueMountain Guadalupe Peak Fund L.P.
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
BLUEMOUNTAIN NAUTICAL LLC
280 PARK AVENUE, 12TH FLOOR
NEW YORK, NY10017
X
Signatures
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Name: /s/ Eric M. Albert, Title: Chief Compliance Officer 04/04/2018
Signature of Reporting Person Date
BLUEMOUNTAIN GP HOLDINGS, LLC, Name: /s/ Eric M. Albert, Title: Chief Compliance Officer 04/04/2018
Signature of Reporting Person Date
BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC, By: BlueMountain GP Holdings, LLC, Name: /s/ Eric M. Albert, Title: Chief Compliance Officer 04/04/2018
Signature of Reporting Person Date
BLUEMOUNTAIN GUADALUPE PEAK FUND L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, Name: /s/ Eric M. Albert, Title: Chief Compliance Officer 04/04/2018
Signature of Reporting Person Date
BLUEMOUNTAIN NAUTICAL LLC, By: BlueMountain Capital Management, LLC, Name: /s/ Eric M. Albert, Title: Chief Compliance Officer 04/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock of International Seaways, Inc. (the "Issuer") that were sold by BlueMountain Guadalupe Peak Fund L.P. ("Guadalupe"). Such shares of common stock that were sold by Guadalupe were acquired by Guadalupe in an in-kind, pro rata distribution for no consideration from BlueMountain Nautical LLC ("Nautical"). Guadalupe, as a holder of membership interests in Nautical, may be deemed to indirectly beneficially own the shares of common stock of the Issuer directly held by Nautical.
( 2 )Represents the aggregate amount of common stock of the Issuer directly held by Nautical following the transactions reported herein and the transactions reported in the Form 4 that was filed immediately before this Form 4.
( 3 )BlueMountain Capital Management, LLC ("BMCM"), as the non-member manager of Nautical and the investment manager of Guadalupe, has voting and investment power over the shares of common stock of the Issuer held by Nautical and Guadalupe and thus may be deemed to beneficially own such securities. BMCM only receives an asset-based fee relating to the shares of common stock of the Issuer held by Nautical. BlueMountain Long/Short Credit GP, LLC (the "General Partner") is the general partner of Guadalupe and has an indirect profits interest in common stock of the Issuer beneficially owned by Guadalupe. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of the General Partner, and thus has an indirect profits interest in common stock of the Issuer beneficially owned by Guadalupe.
( 4 )(Continued from Footnote 3) The filing of this Form 4 shall not be construed as an admission that Guadalupe, BMCM, GP Holdings or the General Partner is or was the beneficial owner of any shares of common stock of the Issuer for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and pursuant to Rule 16a-1(a)(4) under the Exchange Act, Guadalupe, BMCM, GP Holdings and the General Partner each disclaims such beneficial ownership except to the extent of their respective pecuniary interest.
( 5 )Represents shares of common stock of the Issuer that were sold by BlueMountain Kicking Horse Fund L.P. ("Kicking Horse"). Such shares of common stock that were sold by Kicking Horse were acquired by Kicking Horse in an in-kind, pro rata distribution for no consideration from Nautical. BMCM is the investment manager of Kicking Horse and has voting and investment power over any shares of common stock of the Issuer beneficially owned by Kicking Horse.
( 6 )Represents shares of common stock of the Issuer that were sold by Blue Mountain Credit Alternatives Master Fund L.P. ("Credit Alternatives"). Such shares of common stock that were sold by Credit Alternatives were acquired by Credit Alternatives in an in-kind, pro rata distribution for no consideration from Nautical. BMCM is the investment manager of Credit Alternatives and has voting and investment power over any shares of common stock of the Issuer beneficially owned by Credit Alternatives.
( 7 )Represents shares of common stock of the Issuer that were sold or purchased by BlueMountain Systematic Master Fund L.P. ("Systematic Master"). BMCM is the investment manager of Systematic Master and has voting and investment power over any shares of common stock of the Issuer beneficially owned by Systematic Master.
( 8 )Represents shares of common stock of the Issuer that were sold or purchased by BlueMountain Fursan Fund L.P. ("Fursan"). BMCM is the investment manager of Fursan and has voting and investment power over any shares of common stock of the Issuer beneficially owned by Fursan.
( 9 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices of $16.99 and $17.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Remarks:
Due to the limitation on the number of transactions that may be reported on a single Form 4, this Form 4 is the second of two consecutive Form 4 filings.

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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