X0202 4 2005-12-23 0 0001325098 Quintana Maritime LTD QMAR 0001332739 FR X Offshore GP LTD C/O FIRST RESERVE CORPORATION ONE LAFAYETTE PLACE, THIRD FL. GREENWICH CT 06830 1 0 1 0 0001332738 FR X Offshore GP, L.P. C/O FIRST RESERVE CORPORATION ONE LAFAYETTE PLACE, THIRD FL. GREENWICH CT 06830 0 0 1 0 0001332740 FR X Offshore, L.P. C/O FIRST RESERVE CORPORATION ONE LAFAYETTE PLACE, THIRD FL. GREENWICH CT 06830 0 0 1 0 0001202019 EDWARDS JOSEPH R ONE LAFAYETTE PLACE THIRD FLOOR GREENWICH CT 06830 1 0 0 0 Common Stock 2005-12-23 4 A 0 6000 0.00 A 3084395 I See FN Phantom Stock 2005-12-23 4 D 0 1500 A 2006-02-15 2006-02-15 Common Stock 1500 0 D Phantom Stock 2005-12-23 4 D 0 1500 A 2007-02-15 2007-02-15 Common Stock 1500 0 D Phantom Stock 2005-12-23 4 D 0 1500 A 2008-02-15 2008-02-15 Common Stock 1500 0 D Phantom Stock 2005-12-23 4 D 0 1500 A 2009-02-15 2009-02-15 Common Stock 1500 0 D The restricted stock as reported on this Form 4 was granted to Joseph R. Edwards, a director of the Issuer. Effective December 23, 2005, the Board of Directors of the Issuer cancelled outstanding phantom stock awards and awarded an equivalent number of shares of restricted stock under the Issuer's long-term incentive plan. The stock will vest in four equal installments starting February 15, 2006. As previously reported by Quintana Maritime Investors, LLC ("QMI"), in connection with its dissolution, QMI made a pro rata distribution to its members of all shares of Common Stock of the Issuer. Following that distribution, FR X Offshore, L.P. became the record holder of 3,072,395 shares of Common Stock of the Issuer. Consists of 12,000 shares of restricted common stock issued to Joseph R. Edwards, and 3,072,395 shares of common stock issued directly to FR X Offshore, L.P. FR X Offshore GP Limited ("Offshore Ltd"), FR X Offshore GP, L.P. ("Offshore GP"), and FR X Offshore, L.P. ("Offshore LP") are collectively referred to herein as the "Fund Entities." Each of the Fund Entities are 10% beneficial owners of the Issuer. Offshore GP is the general partner of Offshore LP and may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Offshore LP. Offshore Ltd., as the general partner of Offshore GP, may also be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Offshore LP. 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 share beneficial ownership of the securities issued to Mr. Edwards as reported herein. Other than the shares he holds directly, Mr. Edwards disclaims beneficial ownership of securities of the Issuer beneficially owned by the Fund Entities. The phantom stock as reported on this Form 4 was granted to Joseph R. Edwards under the Issuer's Long Term Incentive Plan. The phantom stock would have been paid in cash based on the average closing price of the common shares for the 20 trading days immediately preceding the date of vesting. Effective December 23, 2005, the Board of Directors of the Issuer cancelled outstanding phantom stock awards and awarded an equivalent number of shares of restricted stock. FR X Offshore GP Limited, by Thomas R. Denison, Director, 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 Thomas R. Denison, is signing in its capacity as general partner of FR X Offshore, L.P. Joseph R. Edwards by Thomas R. Denison, Attorney-in-Fact (See Previously Filed Power of Attorney) Thomas R. Denison 2005-12-28 Thomas R. Denison 2005-12-28 Thomas R. Denison 2005-12-28 Thomas R. Denison, Attorney-in-Fact 2005-12-28