Sec Form 4/A Filing - Small James D III @ International Seaways, Inc. - 2024-01-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Small James D III
2. Issuer Name and Ticker or Trading Symbol
International Seaways, Inc. [ INSW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CAO,SVP,Sec. & General Counsel
(Last) (First) (Middle)
C/O INTERNATIONAL SEAWAYS, INC., 600 THIRD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/22/2024
(Street)
NEW YORK, NY10016
4. If Amendment, Date Original Filed (MM/DD/YY)
01/17/2024
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, no par value per share 01/17/2024 M( 1 ) 10,438 A $ 21.93 ( 1 ) 53,155 D
Common Stock, no par value per share 01/17/2024 F( 2 ) 7,856 D $ 51.68 45,299 ( 2 ) D
Common Stock, no par value per share 01/17/2024 M( 1 ) 10,184 A $ 21.58 ( 1 ) 55,483 D
Common Stock, no par value per share 01/17/2024 F( 2 ) 7,456 D $ 51.68 48,027 ( 2 ) 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
Stock Option (Right to Buy) $ 21.93 01/17/2024 M( 1 ) 10,438 04/02/2023( 3 ) 04/02/2030 Common Stock 10,438 ( 1 ) ( 2 ) 0 D
Stock Option (Right to Buy) $ 21.58 01/17/2024 M( 1 ) 10,184 03/17/2023( 4 ) 03/17/2031 Common Stock 10,184 ( 1 ) ( 2 ) 10,187 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Small James D III
C/O INTERNATIONAL SEAWAYS, INC.
600 THIRD AVENUE
NEW YORK, NY10016
CAO,SVP,Sec. & General Counsel
Signatures
/s/James D. Small III 01/22/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These stock options were exercised on a net share settlement basis. Accordingly, the Issuer is delivering in aggregate 5,310 shares to Mr. Small in connection with this option exercise, with no shares being sold externally. The previously filed Form 4 incorrectly overstated the number of shares delivered to the Reporting Person due to an arithmetical error in calculating withholding taxes.
( 2 )Represents the number of shares withheld by the Issuer to satisfy (i) the aggregate exercise price for the options and (ii) withholding taxes related to such exercise.
( 3 )100% of these options were vested on the date exercisable date.
( 4 )66.67% of the options granted on March 17, 2021 had vested and were exercisable on March 17, 2023.

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).

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