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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X
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*
FR X Offshore GP LTD

(Last) (First) (Middle)
C/O FIRST RESERVE CORPORATION
ONE LAFAYETTE PLACE, THIRD FL.

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Quintana Maritime LTD [ QMAR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remark (1)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/17/2007 S 2,000,000(1) D $15.9 1,867,895(2) I(3)(4)(5) See FN(3)(4)(5)
Common Stock 05/17/2007 J(6) 18,000(6) D (6) 1,849,895(7) I(3)(4)(5) See FN(3)(4)(5)
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
1. Name and Address of Reporting Person*
FR X Offshore GP LTD

(Last) (First) (Middle)
C/O FIRST RESERVE CORPORATION
ONE LAFAYETTE PLACE, THIRD FL.

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remark (1)
1. Name and Address of Reporting Person*
FR X Offshore GP, L.P.

(Last) (First) (Middle)
C/O FIRST RESERVE CORPORATION
ONE LAFAYETTE PLACE, THIRD FL.

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remark (1)
1. Name and Address of Reporting Person*
FR X Offshore, L.P.

(Last) (First) (Middle)
C/O FIRST RESERVE CORPORATION
ONE LAFAYETTE PLACE, THIRD FL.

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remark (1)
Explanation of Responses:
1. The sale of these securities was made by FR X Offshore, L.P.
2. Consists of 1,842,395 shares of common stock owned by FR X Offshore, L.P., and 25,500 shares of restricted common stock issued to Joseph R. Edwards, an Officer of FR X Offshore GP Limited, in his capacity as a director of the Issuer.
3. This Form 4 is filed on behalf of FR X Offshore GP Limited ("Offshore Ltd"), FR X Offshore GP, L.P. ("Offshore GP"), and FR X Offshore, L.P. ("Offshore LP" and collectively with Offshore Ltd and Offshore GP, the "Fund Entities"). Offshore GP is the general partner of Offshore LP and may be deemed to share beneficial ownership of the securities owned by Offshore LP. Offshore Ltd., as the general partner of Offshore GP, may also be deemed to share beneficial ownership of the securities owned by Offshore LP.
4. The Fund Entities are entitled to a portion of the profits from the sale of securities held by Mr. Edwards, and therefore the Fund Entities may be deemed to share beneficial ownership of the securities held by Mr. Edwards.
5. Each of the Fund Entities disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.
6. Joseph R. Edwards resigned from the Issuer's Board of Directors effective as of May 17, 2007. As a result of his resignation, he forfeited to the Issuer on that date an aggregate of 18,000 shares of unvested restricted stock. The Fund Entities may be deemed to have forfeited the unvested restrict stock forfeited by Mr. Edwards as a result of his resignation.
7. Consists of 1,842,395 shares of common stock owned by FR X Offshore, L.P., and 7,500 shares of restricted common stock issued to Joseph R. Edwards in his capacity as a director of the Issuer.
Remarks:
(1) The Reporting Persons have included the designation of "Director" in order to satisfy potential filing obligations in the event any such Reporting Persons are deemed to have been a director of the Issuer by deputization. (2) FR X Offshore GP Limited, by Anne E. Gold, Secretary, is signing for itself as the designated filer, as well as in the capacity of general partner of FR X Offshore GP, L.P. FR X Offshore GP, L.P. by Anne E. Gold, is signing in its capacity as general partner of FR X Offshore, L.P.
Anne E. Gold 05/21/2007
Anne E. Gold, In the Capacity Described in Remark (2) 05/21/2007
Anne E. Gold, In the Capacity Described in Remark (2) 05/21/2007
** 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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