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*
KELSO INVESTMENT ASSOCIATES VII LP

(Last) (First) (Middle)
320 PARK AVENUE
24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Eagle Bulk Shipping Inc. [ EGLE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2006
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, par value $0.01 per share 11/17/2006 S 2,700,000(1) D $15.51 7,425,000(1) I(2)(3)(4)(5)(6) By Eagle Ventures LLC
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*
KELSO INVESTMENT ASSOCIATES VII LP

(Last) (First) (Middle)
320 PARK AVENUE
24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KEP VI LLC

(Last) (First) (Middle)
320 PARK AVENUE
24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kelso GP VII, L.P.

(Last) (First) (Middle)
320 PARK AVENUE
24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. These amounts reflect the record ownership of and transactions in common stock ("Common Stock"), par value $0.01 per share, of Eagle Bulk Shipping Inc. by Eagle Ventures LLC. Each reporting person disclaims beneficial ownership of such shares of Common Stock except to the extent of such person's pecuniary interest therein, if any.
2. Michael B. Goldberg and Frank J. Loverro are members of the board of directors of Eagle Bulk Shipping Inc. and are managing members of each of KEP VI, LLC ("KEP VI") and Kelso GP VII, LLC ("GP VII, LLC"). Messrs. Goldberg and Loverro disclaim beneficial ownership of any Common Stock included herein except to the extent of their pecuniary interest therein.
3. Each of KEP VI and Kelso Investment Associates VII, L.P. ("KIA VII"), by virtue of its status as a member of Eagle Ventures LLC, may be deemed to share beneficial ownership of shares of Common Stock owned by Eagle Ventures LLC. Each of KIA VII and KEP VI share investment and voting power along with the other members of Eagle Ventures LLC with respect to Common Stock owned by Eagle Ventures LLC, but disclaim beneficial ownership of such Common Stock except to the extent of its pecuniary interest therein. Messrs. Nickell, Wall, Matelich, Goldberg, Wahrhaftig, Bynum, Berney, Loverro and Connors may be deemed to share beneficial ownership of securities owned of record by Eagle Venture LLC or indirectly by KEP VI or KIA VII, by virtue of their status as managing members of KEP VI and Kelso GP VII, LLC ("GP VII, LLC"), but disclaim beneficial ownership of such Common Stock except to the extent of their pecuniary interest therein.
4. Each of KIA VII and KEP VI, due to their common control, may be deemed to beneficially own the Common Stock owned by the other. Each of KIA VII and KEP VI disclaim beneficial ownership of Common Stock owned by the other, if any, except to the extent of such first person's pecuniary interest therein, if any.
5. GP VII, LLC is the general partner of Kelso GP VII, L.P. ("GP VII, L.P."). GP VII, L.P. is the general partner of KIA VII. Each of GP VII, LLC and GP VII, L.P. disclaim beneficial ownership of all of the Common Stock reported herein except to the extent of its pecuniary interest therein, if any.
6. Each of GP VII, LLC and GP VII, L.P., due to their common control, could be deemed to beneficially own the Common Stock owned by the other. Each of GP VII, LLC and GP VII, L.P. disclaim beneficial ownership of Common Stock owned by the other or directly by Eagle Ventures LLC, except to the extent of such first person's pecuniary interest therein, if any.
Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso GP VII, LLC; Kelso Investment Associates VII, L.P.; KEP VI, LLC; Kelso GP VII, L.P.; Philip E. Berney; Frank K. Bynum, Jr.; Michael B. Goldberg; Frank J. Loverro; George E. Matelich; Frank T. Nickell; David I. Wahrhaftig; Thomas R. Wall, IV; and James J. Connors, II.
/s/ James J. Connors, II 11/21/2006
** 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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