UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instructions 1(b).
1. Name and Address of Reporting Person
Peter C. Georgiopoulos
c/o General Maritime Corporation
35 West 56th Street
New York, NY 10019
2. Issuer Name and Ticker or Trading Symbol
General Maritime Corporation ("GMR")
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
June 2001
5. If Amendment, Date of Original (Month/Year)
June 2001
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other (specify
below)
Chairman and Chief Executive Officer
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
-----------------------------------------------------------------------------------------------------------------------------------
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
-----------------------------------------------------------------------------------------------------------------------------------|
1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of |6.Dir |7.Nature of Indirect |
| Transaction | or Disposed of (D) | Securities |ect | Beneficial Ownership |
| | | | Beneficially |(D)or | |
| | | | | A/| | Owned at |Indir | |
| Date |Code|V| Amount | D | Price | End of Month |ect(I)| |
-----------------------------------------------------------------------------------------------------------------------------------|
-----------------------------------------------------------------------------------------------------------------------------------|
Common Stock |6/12/01 |J(1) | | 2,935,104.2 | A | (1) | 2,935,104.2 | D,I | (1) |
-----------------------------------------------------------------------------------------------------------------------------------|
| | | | | | | | | |
-----------------------------------------------------------------------------------------------------------------------------------|
| | | | | | | | | |
-----------------------------------------------------------------------------------------------------------------------------------|
Explanation of Responses:
(1) See attached notes.
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).
(Over)
SEC 1474 (7-96)
Page 1 of 2
-----------------------------------------------------------------------------------------------------------------------------------
Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned |
-----------------------------------------------------------------------------------------------------------------------------------|
1.Title of Derivative |2.Con- |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of|
Security |version |Transaction | rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect |
|or Exer | | | rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial |
|cise | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership |
|Price of| | | posed of(D) |Day/Year) | |rity |Benefi |or | |
|Deriva- | | | |Date |Expir| | |ficially |Ind| |
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire| |
|Secu- | | | | | D |cisa-|Date | of Shares | |End of |ct | |
|rity |Date |Code|V| Amount | |ble | | | |Month |(I)| |
-----------------------------------------------------------------------------------------------------------------------------------|
-----------------------------------------------------------------------------------------------------------------------------------|
Stock Options (right | $18.00 |6/12/| A | | 350,000 | A | (2) |6/11/| Common |350,000 | n/a | 350,000 | D | |
to acquire) | |01 | | | | | |11 | Stock | | | | | |
-----------------------------------------------------------------------------------------------------------------------------------|
Collar Adjustment | (3) |6/12/|J(3)| | (3) | A | (3) | (3) | Common | (3) | n/a | (3) | I | (3) |
to acquire and | |01 | | | | | | | Stock | | | | | |
obligaton to dispose) | | | | | | | | | | | | | | |
-----------------------------------------------------------------------------------------------------------------------------------|
Profit Participation | (4) |6/12/|J(4)| | (4) | A | (4) | (4) | (4) | (4) | n/a | (4) | I | (4) |
(right to acquire) | |01 | | | | | | | | | | | | |
-----------------------------------------------------------------------------------------------------------------------------------|
| | | | | | | | | | | | | | |
-----------------------------------------------------------------------------------------------------------------------------------|
Explanation of Responses:
(2), (3) and (4) See attached notes.
/s/ Peter C. Georgiopoulos
--------------------------------
** Signature of Reporting Person
August 12, 2002
-----------------
Date
** 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 provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
Page 2
SEC 1474 (7-96)
FORM 4
Name of Reporting Person: Peter C. Georgiopoulos
Issuer Name and Ticker
or Trading Symbol: General Maritime Corporation
("GMR")
Statement for Month/Year: June 2001
Notes
-----
(1) The reporting person, directly or through controlled entities,
received the reported shares in a recapitalization of the issuer on
June 12, 2001 which initially closed following effectiveness of the
issuer's initial public offering. As part of the recapitalization, the
reporting person received shares in exchange for his general
partnership interests in seven limited partnerships owning ocean-going
tanker vessels that were contributed by various persons in the
recapitalization to the issuer. The reporting person also received
shares in exchange for a management company contributed to the issuer.
Under the exchange formula relating to the management company, the
reporting person received that number of shares which, when valued at
the IPO price, were equal in value to 10% of the difference between
(i) the aggregate adjusted net asset value of 22 vessels contributed
by various persons (directly or indirectly) to the issuer (based on a
formula prescribed for this purpose) and (ii) the pre-IPO
capitalization of the issuer.
Among the entities controlled by the reporting person are entities
which are non-managing members of certain limited liability companies
which exchanged vessel-owning subsidiaries for shares of the issuer
subsequent to the closing of the recapitalization. Those shares have
not been distributed by the limited liability companies to their
members, and, accordingly, the reporting person's interest in such
shares is not reported on the form.
Approximately 1,352,034 of the shares received by the reporting person
in the recapitalization were initially deposited into a series of
escrow accounts. Of these, approximately 297,149 were deposited into a
purchase price calculation escrow account, approximately 297,149 were
deposited into an indemnity escrow account and approximately 757,736
were deposited in a collar adjustment escrow account.
The plan of recapitalization provided that shares in the price
calculation escrow account would be reallocated at a later date based
upon the closing balance sheets of the entities and assets contributed
by various persons to the issuer as of the time of the
recapitalization. This amendment is being filed to reflect the fact
that, as a result of the price recalculation which became final in
July 2002, approximately 36,375 shares which were reported as being
beneficially owned by the reporting person on the reporting person's
Form 4 (for the month of June 2001) were reallocated to other parties
to the recapitalization, reducing the number of shares of common stock
of which the reporting person has beneficial ownership to 2,935,104.2.
In the event of a breach of representations and warranties made as of
the time of closing of the recapitalization, shares in the indemnity
escrow account would have been recovered by the issuer. No claim was
made by the issuer in respect of such a breach of representations and
warranties and, as a result, the reporting person did not have to
relinquish any shares held for his account in the indemnity escrow.
The collar adjustment escrow account is discussed in note 3 below.
(2) The options vest in equal installments on each of the first four
anniversaries of June 15, 2001, the closing date of the IPO.
(3) The reporting person, through controlled entities, will have the right
to receive additional shares from the collar adjustment escrow or be
obligated to relinquish shares held in this escrow depending on the
average closing price of common stock during the twenty trading days
ending on June 12, 2002 (the one year anniversary of the IPO) or, if
earlier, the time at which the Issuer consummates a secondary offering
or offerings of at least one-third of the shares issued in the
recapitalization. No such offering occurred prior to June 12, 2002.
Based on the relevant closing prices, it is anticipated that the
reporting person will be required to relinquish 757,736 shares
pursuant to the adjustment.
(4) A controlled affiliate of the reporting person is a party to an
agreement with an owner of 50% of the equity in an entity which owned
one of the vessels acquired by the issuer following the IPO. Pursuant
to this agreement, this affiliate is entitled to receive 20% of the
net profits of the 50% equity owner's investment, which, as a result
of the issuer's acquisition of the vessel, is in the form of shares of
the issuer. The agreement does not specify the form or the time frame
in which the profit interest of the reporting person's affiliate must
be paid out. By reporting this arrangement, the reporting person does
not concede that this arrangement is a derivative security for
purposes of Section 16.