Contact Name
SCHEDULE
13D
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendment
Thereto Filed Pursuant to 13d-2(a)
(Amendment
No. 1)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Under
the
Securities Exchange Act of 1934
Genco
Shipping & Trading Limited
(Name
of
Issuer)
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
Y2685T
10 7
(CUSIP
Number)
Peter
C.
Georgiopoulos
c/o
Genco
Shipping & Trading Limited
299
Park
Avenue, 20th Floor
New
York,
NY 10019
(212)
763-5600
with
a
copy to:
Kramer
Levin Naftalis & Frankel LLP
1177
Avenue of the Americas
New
York,
NY 10036
Attn:
Thomas E. Molner
(212)
715-9100
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
April
14, 2006
(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 which 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: o
SCHEDULE
13D
CUSIP
No. Y2685T 10 7
1) NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Peter
C.
Georgiopoulos
_____________________________________________________________________________
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) o
______________________________________________________________________________
3) SEC
USE ONLY
______________________________________________________________________________
4) SOURCE
OF FUNDS OO
(see
Instructions)
______________________________________________________________________________
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
_______________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF 3,049
SHARES ____________________________________________________________
BENEFICIALLY
8) SHARED
VOTING POWER
OWNED
BY 12,449,790
EACH ____________________________________________________________
REPORTING 9) SOLE
DISPOSITIVE POWER
PERSON 3,049
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
12,449,790
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,452,839
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2
__________________________________________________________________________
14) TYPE
OF REPORTING PERSON IN
(see
Instructions)
__________________________________________________________________________
3
ITEM
1. SECURITY
AND ISSUER.
This
Amendment No. 1 amends and supplements the Schedule 13D filed with the
Securities and Exchange Commission (the “SEC”) on November 10, 2005 by and on
behalf of Peter C. Georgiopoulos (the “Reporting
Person”)
with
respect to shares of common stock, par value $0.01 per share (the “Common
Stock”),
of
Genco Trading & Shipping Limited, a Marshall Islands corporation (the
“Issuer”).
The
principal executive offices of the Issuer are located at 299 Park Avenue, 20th
Floor, New York, New York 10171.
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item
3 is hereby amended to add the
following:
No
cash
or other consideration was paid in connection with the distributions of common
stock on April 14, 2006 described in Item 4 below.
ITEM
4. PURPOSE
OF TRANSACTION.
Item
4 is
hereby amended to add the following:
On
April
14, 2006, Mr. Georgiopoulos acquired beneficial ownership of 1,849 shares of
Common Stock by means of a distribution to Mr. Georgiopoulos of such stock
held
by Fleet Acquisition LLC, of which Mr. Georgiopoulos is a member. On the same
date, Fleet Acquisition LLC disposed of 1,050,210 shares of Common Stock by
Fleet Acquisition LLC by means of a distribution to certain of its other
members. As detailed in Item 5 below, Mr. Georgiopoulos may be deemed to
beneficially own shares of Common Stock held by Fleet Acquisition LLC.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER.
Item
5 is
hereby amended and restated in its entirety as follows:
(a)
The
Reporting Person may be deemed to beneficially own an aggregate of 12,452,839
shares of Common Stock, representing approximately 48.96% of the shares of
Common Stock outstanding as at the date hereof.
12,449,790
shares
of Common Stock are owned by Fleet Acquisition LLC, a Marshall Islands limited
liability company. These securities may be deemed beneficially owned by Mr.
Georgiopoulos by virtue of his membership interest in Fleet Acquisition LLC
and
his status as a representative on the Management Committee thereof. Mr.
Georgiopoulos disclaims beneficial ownership of these securities except to
the
extent of his pecuniary interest therein, and the inclusion of these securities
in this report shall not be deemed to be an admission that Mr. Georgiopoulos
has
beneficial ownership of such securities for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, or for any other
purposes.
(b)
The
Reporting Person has sole power to vote or to direct the vote of and to dispose
of or direct the disposition of 3,049 shares of Common Stock reported on this
Schedule, including 1,200 restricted shares of Common Stock that the Issuer
previously granted to the Reporting Person as incentive compensation, and shared
power to vote or to direct the vote of and to dispose of or direct the
disposition of all other shares reported on this Schedule.
4
(c)
Except as set forth in this Schedule 13D, the Reporting Person has not effected
any transaction in the Common Stock during the sixty days preceding the filing
of this Schedule 13D.
(d)
Not
applicable.
(e)
Not
applicable.
5
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 is true,
complete and correct.
Dated: April
30,
2006
/s/
PETER
C. GEORGIOPOULOS
PETER
C. GEORGIOPOULOS
6