SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Nugent William F.

(Last) (First) (Middle)
C/O INTERNATIONAL SEAWAYS, INC.
600 THIRD AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2017
3. Issuer Name and Ticker or Trading Symbol
International Seaways, Inc. [ INSW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP and Head of Shipping Ops.
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value 2,151 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(1)(2) (1)(2) (1)(2) Common Stock 2,335 0 D
Explanation of Responses:
1. The Reporting Person became entitled to these restricted stock units for Common Stock of International Seaways, Inc. ("INSW") pursuant to the terms of the Employee Matters Agreement between Overseas Shipholding Group, Inc. ("OSG") and INSW because they are the contractually calculated value as determined by the Compensation Committee of the Board of Directors of INSW (the "INSW Compensation Committee") for the Reporting Person's unvested restricted stock units of Class A Common Stock of OSG which were granted on June 9, 2015 and assumed by INSW in connection with the spin-off of the Common Stock of INSW to the stockholders of OSG on November 30, 2016. The INSW units vest on December 19, 2017, the same date as the assumed OSG units, which were granted pursuant to the OSG Management Incentive Plan (the "Plan").
2. Each unit represents the right to acquire one share of Common Stock of INSW, does not have voting rights and may not be transferred or otherwise disposed of until the unit settles, the same terms as for the assumed restricted stock units of OSG which were granted pursuant to the Plan. Settlement of these INSW units may be either in shares of Common Stock of INSW or cash as determined by the INSW Compensation Committee. Settlement of these units shall occur as soon as practicable after their vesting date.
/s/James D. Small III, Attorney-in-Fact, pursuant to a power of attorney attached hereto 03/06/2017
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.