Amendment: SEC Form SCHEDULE 13D/A filed by Genco Shipping & Trading Limited
$GNK
Marine Transportation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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GENCO SHIPPING & TRADING LTD (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
Y2685T131 (CUSIP Number) |
Mr. Ioannis Zafirakis
Pendelis 16, Palaio Faliro
Athens, J3, 175 64
30-210-947-0100
Pendelis 16, Palaio Faliro
Athens, J3, 175 64
30-210-947-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/20/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | Y2685T131 |
| 1 |
Name of reporting person
DIANA SHIPPING INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,413,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
14.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Calculated based on 43,317,810 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of February 18, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
GENCO SHIPPING & TRADING LTD | |
| (c) | Address of Issuer's Principal Executive Offices:
299 PARK AVENUE, 12TH FLOOR, New York,
NEW YORK
, 10171. | |
Item 1 Comment:
This Amendment No. 7 (this "Amendment") amends and supplements, to the extent set forth herein, the statement on Schedule 13D originally filed by Diana Shipping Inc. ("Diana" or the "Reporting Person") with the Securities and Exchange Commission (the "SEC") on July 17, 2025 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto filed on July 31, 2025 ("Amendment No. 1"), Amendment No. 2 thereto filed on September 30, 2025 ("Amendment No. 2"), Amendment No. 3 thereto filed on November 24, 2025 ("Amendment No. 3"), Amendment No. 4 thereto filed on January 13, 2026 ("Amendment No. 4"), Amendment No. 5 thereto filed on January 16, 2026 ("Amendment No. 5"), and Amendment No. 6 thereto filed on March 10, 2026 ("Amendment No. 6", and, collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and this Amendment, the "Current Schedule 13D"). Except as expressly provided herein, this Amendment does not modify the information previously reported on the Current Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to them in the Current Schedule 13D. This Amendment relates to the shares of common stock (the "Shares"), par value $0.01 per share, of Genco Shipping & Trading Limited, a Marshall Islands corporation (the "Issuer"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Current Schedule 13D is hereby amended and supplemented to add the following:
The information set forth in Item 4 of this Amendment is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Current Schedule 13D is hereby amended and supplemented to add the following:
As previously disclosed in Amendment No. 6, on March 6, 2026, the Reporting Person submitted an updated non-binding proposal (the "Revised Proposal") to the Issuer's Board of Directors to acquire all of the issued and outstanding Shares not already owned by the Reporting Person for cash consideration of US$23.50 per share (the "Proposed Transaction"). On March 19, 2026, the Issuer issued a press release stating that its Board of Directors had rejected the Revised Proposal. On March 20, 2026, the Reporting Person issued a press release responding to the Issuer's rejection of the Revised Proposal and indicating that the Reporting Person would proceed with its effort to elect the Nominees (as defined below) to the Issuer's Board of Directors. A copy of the Reporting Person's press release is attached as Exhibit M to this Amendment and is incorporated herein by reference.
As previously disclosed in Amendment No. 5, on January 16, 2026, the Reporting Person delivered a notice to the Issuer to (1) submit, at the Issuer's upcoming 2026 Annual Meeting of Shareholders (the "Annual Meeting"), proposals to repeal prospective amendments to the Issuer's By-Laws and to conduct a process to explore strategic alternatives for the Issuer in order to maximize shareholder value and (2) to nominate a slate of six highly-qualified director candidates (the "Nominees") for election to the Issuer's Board of Directors at the Annual Meeting. On March 23, 2026, the Reporting Person filed a preliminary proxy statement and accompanying GOLD proxy card with the SEC for the solicitation of proxies from shareholders of the Issuer in favor of the adoption of the foregoing proposals and the election of the Nominees at the Annual Meeting. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Current Schedule 13D is hereby amended and supplemented to add the following:
The description set forth in Item 4 of this Amendment is incorporated herein by reference in its entirety. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit M: Press Release, dated March 20, 2026, issued by the Reporting Person (incorporated by reference to the Schedule 14A filed by the Reporting Person with the SEC on Form DFAN14A on March 20, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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