SEC Form 4
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*
Small James D III

(Last) (First) (Middle)
C/O INTERNATIONAL SEAWAYS, INC.
600 THIRD AVENUE

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
International Seaways, Inc. [ INSW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CAO, S & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/02/2016
6. 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 (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, no par value per share 11/30/2016 J(1) 1,842(1) A(1) (1) 1,842 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 (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
Stock Option (Right to Buy)(2) $27.54(2) 11/30/2016(2) A(2) 42,452(2) (2) 03/11/2025(2) Common Stock(2) 42,452(2) (2) 42,452(2) D
Stock Option (Right to Buy)(3) $19.04(3) 11/30/2016(3) A(3) 41,956(3) (3) 03/29/2026 Common Stock(3) 41,956(3) (3) 41,956(3) D
Restricted Stock Units(4)(5) $0 11/30/2016(4)(5) A(4)(5) 11,675(4)(5) (4)(5) (4)(5) Common Stock(4)(5) 11,675(4)(5) (4)(5) 11,675(4)(5) D
Restricted Stock Units(6)(7) $0 11/30/2016(6)(7) A(6)(7) 15,760(6)(7) (6)(7) (6)(7) Common Stock(6)(7) 15,760(6)(7) (6)(7) 15,760(6)(7) D
Restricted Performance Stock Units(8)(9) $0 11/30/2016(8)(9) A(8)(9) 15,760(8)(9) (8)(9) (8)(9) Common Stock(8)(9) 15,760(8)(9) (8)(9) 15,760(8)(9) D
Explanation of Responses:
1. The Reporting Person received these shares of Common Stock of International Seaways, Inc. ("INSW") as a result of the distribution on November 30, 2016 of 0.3333 shares of common stock of INSW for every one share of Class A Common Stock of Overseas Shipholding Group, Inc. ("OSG") held by the Reporting Person on November 18, 2016, the record date for the spin-off transaction (the "Spin-Off).
2. The Reporting Person became entitled to these options for Common Stock of INSW pursuant to the terms of the Employee Matters Agreement between OSG and INSW (the "Employee Matters Agreement") because they are the contractually calculated value as determined by the Compensation Committee of the Board of Directors of INSW (the "INSW Compensation Committee") for the Reporting Person's options of Class A Common Stock of OSG which were granted on June 9, 2015 and were assumed by INSW in connection with the Spin-Off. Options for 14,151 shares of Common Stock of INSW are vested and exercisable and the balance vest and are exercisable in equal amounts on March 2, 2017 and March 2, 2018, the same dates as the assumed OSG options which were granted pursuant to the OSG Management Incentive Compensation Plan (the "Plan").
3. The Reporting Person became entitled to these options for Common Stock of INSW pursuant to the Employee Matters Agreement because they are the contractually calculated value as determined by the INSW Compensation Committee for the Reporting Person's options of Class A Common Stock of OSG which were granted on March 30, 2016 and were assumed by INSW in connection with the Spin-Off. The options vest and become exercisable as to one-third of such shares on the first, second and third anniversaries of March 30, 2016, the same dates as the assumed OSG options which were granted pursuant to the Plan.
4. The Reporting Person became entitled to these restricted stock units for Common Stock of INSW pursuant to the terms of the Employee Matters Agreement because they are the contractually calculated value as determined by the INSW Compensation Committee for the Reporting Person's unvested restricted stock units of Class A Common Stock of OSG which were granted on June 9, 2015 and assumed by INSW in connection with the Spin-Off. The units vest as to one-half of such units on each of March 2, 2017 and March 2, 2018, the same dates as the assumed OSG units which were granted pursuant to the Plan.
5. Each unit represents the right to acquire one share of Common Stock of INSW, does not have voting rights and may not be transferred or otherwise disposed of until the unit settles, the same terms as for the assumed restricted stock units which were granted pursuant to the Plan. Settlement of these units may be either in shares of Common Stock of INSW or cash as determined by the INSW Compensation Committee. Settlement of these units shall occur as soon as practicable after their vesting dates.
6. The Reporting Person became entitled to these restricted stock units for Common Stock of INSW pursuant to the terms of the Employee Matters Agreement because they are the contractually calculated value as determined by the INSW Compensation Committee for the Reporting Person's unvested restricted stock units of Class A Common Stock of OSG which were granted on March 30, 2016 and were assumed by INSW in connection with the Spin-Off. The units vest as to one-third of such units on the first, second and third anniversaries of March 30, 2016, the same dates as the assumed OSG units which were granted pursuant to the Plan.
7. Each unit represents the right to acquire one share of Common Stock of INSW, does not have voting rights and may not be transferred or otherwise disposed of until the unit settles, the same terms as for the assumed restricted stock units which were granted pursuant to the Plan. Settlement of these units may be either in shares of Common Stock of INSW or cash as determined by the INSW Compensation Committee. Settlement of these units shall occur as soon as practicable after their vesting dates.
8. On February 14, 2017, the Reporting Person vested in these restricted performance stock units for Common Stock of INSW pursuant to the terms of the Employee Matters Agreement because they are the contractually calculated value as determined by the INSW Compensation Committee for the Reporting Person's second of three tranches of restricted performance stock units of Class A Common Stock of OSG which were granted on June 9, 2015 pursuant to the Plan and were assumed by INSW in connection with the Spin-Off and which vested at the end of 2016.
9. The stock units represent the right to acquire the same number of shares of Common Stock of INSW, do not have voting rights and may not be transferred or otherwise disposed of until they settle, the same terms as for the assumed stock units which were granted pursuant to the Plan. Settlement of these restricted performance stock units may be either in shares of Common Stock of INSW or cash, as determined by the INSW Compensation Committee. Settlement of the units shall occur as soon as practicable following the Compensation Committee's certification of the applicable performance measures and targets for the third tranche of the grant at the end of 2017 and in any event no later than April 30, 2018.
/s/James D. Small III 03/06/2017
** 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).
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