Form SC 13D/A International Seaways, Filed by: BlueMountain Capital Management, LLC
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
INTERNATIONAL SEAWAYS, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
Y410531021
(CUSIP Number)
Eric M. Albert
BlueMountain Capital Management, LLC
280 Park Avenue, 12th Floor
New York, New York 10017
212-905-5647
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 5, 2018
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| 1 | The Common Stock has no CUSIP number. The CINS number for the Common Stock is Y41053102. |
| CUSIP No. Y41053102 | Page 2 of 5 |
| 1 |
NAMES OF REPORTING PERSONS
BlueMountain Capital Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
3,104,548 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
3,104,548 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,104,548 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See instructions)
IA | |||||
| (1) | The percentage set forth in Row 13 of this Cover Page is based on the 29,178,887 shares of Common Stock (as defined in Item 1) outstanding as of August 15, 2018, as reported on Form 424B3 (as defined in Item 5). |
| CUSIP No. Y41053102 | Page 3 of 5 |
Item 1. Security of the Issuer.
This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission on December 9, 2016 (the “Schedule 13D”), relating to the shares of Common Stock, no par value (the “Common Stock”), of International Seaways, Inc., a Marshall Islands corporation (the “Issuer”). The Issuer’s principal executive office is located at 600 Third Avenue, 39th Floor, New York, New York 10016. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.
Item 2. Identity and Background.
Paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule 13D are hereby deleted and replaced with the following:
(a-c) This Statement is being filed by BlueMountain Capital Management, LLC, a Delaware limited liability company (the “Investment Manager” or “Reporting Person”), with respect to the Common Stock beneficially owned by it.
The principal business of the Investment Manager is to serve as investment manager or non-member manager to a number of private investment funds and to make investment decisions on behalf of such entities. The Schedule 13D incorrectly identified several of those entities as having beneficial ownership of certain shares of Common Stock beneficially owned by the Investment Manager.
The executive officers, directors, and control persons of the Reporting Person are as follows:
| Andrew Feldstein | Chief Executive Officer, Chief Investment Officer and Executive Partner of the Investment Manager | |
| Michael Liberman | Co-President, Chief Operating Officer and Executive Partner of the Investment Manager | |
| Stephen Siderow | Co-President and Executive Partner of the Investment Manager | |
The business address of the Investment Manager, Mr. Feldstein, Mr. Liberman and Mr. Siderow is 280 Park Avenue, 12th Floor, New York, New York 10017.
(f) Mr. Feldstein, Mr. Liberman and Mr. Siderow are U.S. citizens.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby deleted and replaced with the following:
(a-b) The percentage set forth in this Schedule 13D is based on the Issuer’s 29,178,887 shares of Common Stock outstanding as of August 15, 2018, as reported on the Issuer’s Form 424B3 filed with the Securities and Exchange Commission on September 4, 2018 (“Form 424B3”). The information set forth in Rows 7-13 of the Cover Page of this Schedule 13D is hereby incorporated herein by reference.
(c) During the last 60 days, the Investment Manager effected the following transactions in the Common Stock:
| CUSIP No. Y41053102 | Page 4 of 5 |
| Date | Amount | Price per Share | Type of Transaction | |||
| August 22, 2018 |
5,000 | $20.82 | open market sale | |||
| August 22, 2018 |
7,000 | $20.65 | open market sale | |||
| August 22, 2018 |
5,000 | $20.74 | open market sale | |||
| August 22, 2018 |
14,682 | $20.95 | open market sale | |||
| August 23, 2018 |
5,000 | $20.90 | open market sale | |||
| August 23, 2018 |
4,721 | $21.10 | open market sale | |||
| August 24, 2018 |
1,983 | $21.15 | open market sale | |||
| August 24, 2018 |
5,000 | $20.95 | open market sale | |||
| August 27, 2018 |
5,000 | $21.19 | open market sale | |||
| August 27, 2018 |
5,000 | $21.05 | open market sale | |||
| August 28, 2018 |
5,000 | $21.01 | open market sale | |||
| August 28, 2018 |
3,869 | $21.13 | open market sale | |||
| August 29, 2018 |
5,000 | $21.15 | open market sale | |||
| August 29, 2018 |
3,972 | $21.30 | open market sale | |||
| August 30, 2018 |
5,000 | $21.00 | open market sale | |||
| August 30, 2018 |
5,000 | $21.10 | open market sale | |||
| August 30, 2018 |
1,269 | $21.25 | open market sale | |||
| August 31, 2018 |
5,000 | $20.61 | open market sale | |||
| September 24, 2018 |
6,337 | $20.50 | open market sale | |||
| September 24, 2018 |
5,928 | $20.18 | open market sale | |||
| September 25, 2018 |
20,000 | $20.45 | open market sale | |||
| September 25, 2018 |
7,582 | $20.57 | open market sale | |||
| September 26, 2018 |
4,909 | $20.40 | open market sale | |||
| September 28, 2018 |
7,481 | $20.00 | open market sale | |||
| October 1, 2018 |
5,872 | $21.46 | open market sale | |||
| October 1, 2018 |
10,000 | $21.62 | open market sale | |||
| October 1, 2018 |
10,000 | $20.62 | open market sale | |||
| October 2, 2018 |
5,417 | $21.90 | open market sale | |||
| October 2, 2018 |
15,236 | $21.94 | open market sale | |||
| October 2, 2018 |
10,000 | $21.91 | open market sale | |||
| October 2, 2018 |
8,831 | $21.93 | open market sale | |||
| October 2, 2018 |
10,000 | $21.99 | open market sale | |||
| October 2, 2018 |
10,000 | $21.81 | open market sale | |||
| October 2, 2018 |
10,000 | $21.66 | open market sale | |||
| October 3, 2018 |
1,984 | $22.23 | open market sale | |||
| October 3, 2018 |
647 | $22.20 | open market sale | |||
| October 3, 2018 |
10,000 | $22.24 | open market sale | |||
| October 3, 2018 |
10,000 | $21.96 | open market sale | |||
| October 4, 2018 |
7,611 | $21.86 | open market sale | |||
| October 5, 2018 |
9,900 | $21.32 | open market sale | |||
| October 5, 2018 |
2,929 | $21.47 | open market sale | |||
| October 8, 2018 |
10,000 | $21.31 | open market sale | |||
| October 9, 2018 |
1,734 | $22.00 | open market sale | |||
| October 9, 2018 |
10,000 | $21.89 | open market sale |
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.
Date: October 9, 2018
| BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Eric M. Albert | |
| Name: Eric M. Albert, Chief Compliance Officer | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)