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Form 4/A Eagle Bulk Shipping Inc. For: Mar 30 Filed by: Tananbaum Steven A.

August 12, 2016 8:57 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
GOLDENTREE ASSET MANAGEMENT LP
(Last) (First) (Middle)
300 PARK AVENUE
21ST FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Eagle Bulk Shipping Inc. [ EGLE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2016		 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, par value $0.01 per share ("Common Stock") 03/30/2016   P   616,540 A (1) 680,039 I See footnotes (2) (5)
Common Stock 03/30/2016   P   1,900,207 A (1) 2,095,854 I See footnotes (2) (7)
Common Stock 03/30/2016   P   61,478,081 A (1) 61,478,081 I See footnotes (2) (9)
Common Stock               298,370 I See footnotes (2) (3)
Common Stock               10,192 I See footnotes (2) (4)
Common Stock               9,018 I See footnotes (2) (6)
Common Stock               60 I See footnotes (2) (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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. See Exhibit 99.1; footnote (1).
2. See Exhibit 99.1; footnote (2).
3. See Exhibit 99.1: footnote (3).
4. See Exhibit 99.1; footnote (4).
5. See Exhibit 99.1; footnote (5).
6. See Exhibit 99.1; footnote (6).
7. See Exhibit 99.1; footnote (7).
8. See Exhibit 99.1; footnote (8).
9. See Exhibit 99.1; footnote (9).
Remarks:
Solely for purposes of Section 16 of the Exchange Act, each of the Advisor and, by virtue of their control of the Advisor, the General Partner and Steven A. Tananbaum may be deemed to be directors-by-deputization by virtue of the contractual right of the Advisor to designate a member of the board of directors of EGLE.  Casey Shanley has been designated by the Advisor to serve as a member of EGLE's board of directors.
GoldenTree Asset Management LP; By: GoldenTree Asset Management LLC, its General Partner; By: /s/ Steven A. Tananbaum, its Managing Member 08/12/2016
** Signature of Reporting Person Date
GoldenTree Asset Management LLC; By: /s/ Steven A. Tananbaum, its Managing Member 08/12/2016
** Signature of Reporting Person Date
/s/ Steven A. Tananbaum 08/12/2016
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 
Explanation of Responses:
(1) The shares of Common Stock reported herein as acquired are issuable pro rata to certain lenders (the “Second Lien Lenders”) that have entered into a Second Lien Loan Agreement, dated March 30, 2016, among EGLE, the Second Lien Lenders and Wilmington Savings Fund Society, which provides for a term loan to EGLE in the amount of $60,000,000.  No separate consideration is ascribed to such shares in the Second Lien Loan Agreement.  As of the date of this filing, such shares have been issued.
(2) This Form 4 is filed on behalf of GoldenTree Asset Management LP (the “Advisor”), GoldenTree Asset Management LLC (the “General Partner”) and Steven A. Tananbaum (collectively, the “Reporting Persons”).  The Advisor is the investment manager or advisor to GoldenTree Distressed Fund 2014 LP (“GDF”), GoldenTree E Distressed Debt Fund II LP (“GEDD”), GT NM, L.P. (“GTNM”), GoldenTree Distressed Master Fund 2014 Ltd. (“GDMF”), GoldenTree E Distressed Debt Master Fund II LP (“GDDF”), GoldenTree Entrust Master Fund SPC on behalf of and for the account of Segregated Portfolio I (“GSPC”), GoldenTree Master Fund II, LTD (“GFII”), GoldenTree 2004 Trust (“GT”), Gold Coast Capital Subsidiary X Limited (“GC”), GoldenTree Master Fund, LTD (“GMF” and together with GDF, GEDD, GTNM, GDMF, GDDF, GSPC, GFII, GT and GC, the “Funds”) and certain separate accounts managed by the Advisor (the “Managed Accounts”) and may be deemed to have a pecuniary interest in the Common Stock directly held by the Funds and held in the Managed Accounts.  The General Partner is the general partner of the Advisor and may be deemed to have a pecuniary interest in the Common Stock reported herein in which the Advisor has a pecuniary interest.  Steven A. Tananbaum is the managing member of the General Partner and may be deemed to have a pecuniary interest in the Common Stock reported herein in which the Advisor and the General Partner have a pecuniary interest, and also directly holds shares of Common Stock.  The Advisor, the General Partner and the Funds disclaim beneficial ownership of the shares held directly by Steven A. Tananbaum.  Each Fund disclaims beneficial ownership of the shares held directly by each other Fund, the Managed Accounts and Steven A. Tananbaum.  Shares held directly by Steven A. Tananbaum, GDMF, GDDF, GSPC, GFII and GMF are reported on a separate Form 4 filed contemporaneously with this Form 4 due to the limitation on the number of transactions reportable on any single Form 4.
(3) Common Stock held directly by GoldenTree Distressed Fund 2014 LP.
(4) Common Stock held directly by GoldenTree E Distressed Debt Fund II LP.
(5) Common Stock held directly by GT NM, L.P.
(6) Common Stock held directly by a separate account managed by GoldenTree Asset Management LP.
(7) Common Stock held directly by a separate account managed by GoldenTree Asset Management LP.
(8) Common Stock held directly by Gold Coast Capital Subsidiary X Limited.
(9) Common Stock held directly by GoldenTree 2004 Trust.

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