kl08020.htm

(b) r

_________________________________________________________________________________________

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 4,292,816

SHARES __________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY 0

EACH __________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 4,292,816

WITH __________________________________________________________________

10) SHARED DISPOSITIVE POWER

__________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,292,816

__________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

__________________________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.08%

__________________________________________________________________________________________

14) TYPE OF REPORTING PERSON IN (see Instructions)

__________________________________________________________________________________________

Explanatory Note: The decrease in the Reporting Person’s percentage ownership of Common Stock reported herein is the result of the issuance by Genco Shipping & Trading Limited on July 27, 2010 of 3,593,750 shares of its Common Stock in a follow-on offering and additional shares of its Common Stock in an earlier follow-on offering.

ITEM 1. SECURITY AND ISSUER.

This Amendment No. 4 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2006 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 5. INTEREST IN SECURITIES OF THE ISSUER.

The first paragraph of subsection (a) and the first sentence of subsection (b) of Item 5 are hereby amended and restated in their entirety as follows:

(a) The Reporting Person may be deemed to beneficially own an aggregate of 4,292,816 shares of Common Stock, representing approximately 12.08% of the shares of Common Stock outstanding as at the date hereof. The decrease in the Reporting Person’s percentage ownership of Common Stock is the result of the issuance by the Issuer on July 27, 2010 of 3,593,750 shares of Common Stock in a follow-on offering and additional shares of Common Stock in an earlier follow-on offering.

(b) The Reporting Person has sole power to vote or to direct the vote of and to dispose of or direct the disposition of 4,292,816 shares of Common Stock reported on this Schedule.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1.

Power of Attorney executed by Peter C. Georgiopoulos on April 21, 2008 appointing Thomas E. Molner, Terrence L. Shen, and Randal D. Murdock

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: August 11, 2010

PETER C. GEORGIOPOULOS

* The undersigned, by signing his name hereto, does sign and execute this Amendment No. 4 to Schedule 13D pursuant to a Power of Attorney executed by the Reporting Person and filed herewith as Exhibit 1.

By: /s/ Thomas E. Molner

Thomas E. Molner, Attorney-in-fact

EXHIBIT INDEX

Exhibit No.

Description

Power of Attorney executed by Peter C. Georgiopoulos on April 21, 2008 appointing Thomas E. Molner, Terrence L. Shen, and Randal D. Murdock

EX-1 2 kl08020_ex1.htm EXHIBIT 1 POWER OF ATTORNEY kl08020_ex1.htm

Exhibit 1

LIMITED POWER OF ATTORNEY

FOR SECTION 13 AND 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each or any of Thomas E. Molner, Terrence L. Shen, and Randal D. Murdock, acting singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of, and in the name, place and stead of, the undersigned to:

prepare, execute, acknowledge, deliver and file Schedules 13D and 13G and Forms 3, 4, and 5 (including any amendments to the foregoing) with respect to the securities of Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Reporting Entity”), with the United States Securities and Exchange Commission, any national securities exchanges and the Reporting Entity, as considered necessary or advisable under Sections 13 and 16 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and

seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Reporting Entity’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information.

The undersigned acknowledges and agrees that:

this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact;

any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

neither the Reporting Entity nor such attorney-in-fact assumes (a) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (b) any liability of the undersigned for any failure to comply with such requirements or (c) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever that in the discretion of such attorney-in-fact are requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed on this 21st day of April, 2008.

/s/ Peter C. Georgiopoulos

Peter C. Georgiopoulos

STATE OF NEW YORK )

: ss.:

COUNTY OF NEW YORK )

On this 21st day of April, 2008, before me, the undersigned, personally appeared Peter C. Georgiopoulos, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purpose and considerations therein expressed.

/s/ Jorge Yengle

Notary Public

JORGE YENGLE

Notary Public, State of New York

No. 01YE6107131

Qualified in Queens County

Certificate Filed in New York County

Commission Expires March 22, 2012

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