||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).
||Baltic Trading Limited, a Marshall Islands corporation (the "Reporting Person" or "Baltic Trading"), is filing this Form 3 solely due to entry into a Voting and Support Agreement (the "Voting Agreement"), dated April 7, 2015 by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the "Issuer" or "Genco"), Baltic Trading and certain shareholders of the Issuer and Baltic Trading (the "Shareholders").
||The Voting Agreement was entered into in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), dated April 7, 2015, by and among the Issuer, Baltic Trading and Poseidon Merger Sub Limited, a Marshall Islands corporation and an indirect wholly owned subsidiary of the Issuer ("Merger Sub"), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Baltic Trading (the "Merger"), with Baltic Trading continuing as the surviving corporation. As a result of the Merger, Baltic Trading would become an indirect wholly owned subsidiary of the Issuer.
||Under the Voting Agreement, each Shareholder has agreed, among other things, to vote all of its shares of the Issuer and Baltic Trading common stock in favor of the Merger and each Shareholder is prohibited from transferring such shares. Each Shareholder also granted an irrevocable proxy to Baltic Trading (and any designee thereof) to vote such shareholder's shares of the Issuer and Baltic Trading common stock in favor of the Merger.
||By virtue of the Voting Agreement, the Reporting Person may be deemed to have voting power with respect to (and therefore beneficially own with the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) an aggregate of 21,195,627 shares of Issuer common stock held by the Shareholders, which represents approximately 34.4% of the outstanding shares of Issuer common stock based on 61,541,289 shares issued and outstanding as of April 7, 2015, as represented by the Issuer in the Merger Agreement. The Reporting Person expressly disclaims any pecuniary interest in, and beneficial ownership of, shares of Issuer common stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The filing of this Form 3 shall not be construed as an admission that Baltic Trading is the beneficial owner of any of the securities reported herein.