SEC FORM 4 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*
Vogel Gary

(Last) (First) (Middle)
C/O EAGLE BULK SHIPPING INC.
300 FIRST STAMFORD PLACE, 5TH FLOOR

(Street)
STAMFORD CT 06902

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2023
4. 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 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 03/08/2023 M 7,218 A (1) 149,999 D
Common Stock 03/08/2023 F(2) 3,345 D $54.65 146,654 D
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
Restricted Stock Units (3) 03/06/2023 A 8,490 (4) (4) Common Stock 8,490 $0 8,490 D
Restricted Stock Units (5) 03/08/2023 A 21,658 (1) (1) Common Stock 21,658 $0 21,658 D
Restricted Stock Units (1) 03/08/2023 M 7,218 (1) (1) Common Stock 7,218 $0 14,440 D
Explanation of Responses:
1. This award of performance-vested restricted stock units was granted on March 11, 2022 and certain performance criteria was certified as described in footnote (5) below. Following the certification of performance criteria, the award vests in three substantially equal installments on March 8, 2023, January 2, 2024 and January 2, 2025.
2. Represents the withholding of shares to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units on March 8, 2023.
3. On March 6, 2023, Eagle Bulk Shipping Inc. (the "Issuer") granted to Gary Vogel, the Issuer's Chief Executive Officer, 8,490 restricted stock units under the Issuer's 2016 Equity Incentive Plan.
4. The restricted stock units vest in three substantially equal installments on January 2, 2024, January 2, 2025 and January 2, 2026.
5. On March 8, 2023, the Compensation Committee of the Board of Directors of the Issuer certified that certain performance criteria for the performance-vested restricted stock units granted under the Issuer's 2016 Equity Incentive Plan to Gary Vogel, the Issuer's Chief Executive Officer, on March 11, 2022 had been met and 21,658 restricted stock units may become vested.
Remarks:
/s/ Gary Vogel 03/08/2023
** 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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