Sec Form 4 Filing - Kilcullen Kevin M @ Diamond S Shipping Inc. - 2021-07-16

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
Kilcullen Kevin M
2. Issuer Name and Ticker or Trading Symbol
Diamond S Shipping Inc. [ DSSI]
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)
33 BENEDICT PLACE, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/16/2021
(Street)
GREENWICH, CT06830
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 07/16/2021 F 6,993 ( 1 ) D $ 9.69 71,951 D
Common Stock 07/16/2021 F 5,930 ( 2 ) D $ 9.69 66,021 D
Common Stock 07/16/2021 F 11,009 ( 3 ) D $ 9.69 55,012 D
Common Stock 07/16/2021 M 20,000 A 75,012 D
Common Stock 07/16/2021 F 8,895 ( 5 ) D $ 9.69 66,117 D
Common Stock 07/16/2021 M 24,752 A 90,869 D
Common Stock 07/16/2021 F 11,009 ( 7 ) D $ 9.69 79,860 D
Common Stock 07/16/2021 D 79,860 D 0 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
Performance Restricted Stock Unit ( 9 ) 07/16/2021 M 20,000 ( 10 ) ( 10 ) Common Stock 20,000 $ 0 24,752 D
Performance Restricted Stock Unit ( 9 ) 07/16/2021 M 24,752 ( 11 ) ( 11 ) Common Stock 24,752 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kilcullen Kevin M
33 BENEDICT PLACE, 2ND FLOOR
GREENWICH, CT06830
Chief Financial Officer
Signatures
/s/ Kevin M. Kilcullen 07/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of 15,724 restricted shares granted to the Reporting Person on May 10, 2019, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.
( 2 )Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of 13,334 restricted shares granted to the Reporting Person on April 28, 2020, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.
( 3 )Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of 24,752 restricted shares granted to the Reporting Person on March 18, 2021, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.
( 4 )Represents shares acquired by the Reporting Person in connection with the vesting of the performance restricted stock unit ("PSU") award that was granted on April 28, 2020 pursuant to the Diamond S Shipping Inc. 2019 Equity and Incentive Compensation Plan.
( 5 )Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of the PSU award granted to the Reporting Person on April 28, 2020, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.
( 6 )Represents shares acquired by the Reporting Person in connection with the vesting of the PSU award that was granted on March 18, 2021 pursuant to the Diamond S Shipping Inc. 2019 Equity and Incentive Compensation Plan.
( 7 )Represents shares withheld by the Company to satisfy withholding taxes due in connection with the vesting of the PSU award granted to the Reporting Person on March 18, 2021, which vested on July 16, 2021. The net settlement price was based upon the closing price of the Company's common shares on the New York Stock Exchange on the vesting date.
( 8 )Disposed of in exchange for 44,222 shares of International Seaways, Inc. ("INSW") common stock in connection with the closing of the merger of INSW and the Company pursuant to that certain Agreement and Plan of Merger dated March 30, 2021, by and among INSW, the Company and Dispatch Transaction Sub, Inc. (the "INSW Merger Agreement").
( 9 )Each PSU represents a contingent right to receive one share of the Company's common stock.
( 10 )The PSU award was granted on April 28, 2020 pursuant to the Diamond S Shipping Inc. 2019 Equity and Incentive Compensation Plan and vested in full on July 16, 2021.
( 11 )The PSU award was granted on March 18, 2021 pursuant to the Diamond S Shipping Inc. 2019 Equity and Incentive Compensation Plan and vested in full on July 16, 2021.

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