Small James D III - Apr 7, 2022 Form 4 Insider Report for International Seaways, Inc. (INSW)

Role: CAO,SVP,Sec. & General Counsel
Signature: /s/James D. Small III
Stock symbol: INSW
Transactions as of: Apr 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/11/2022, 06:56 PM
Previous filing: Apr 6, 2022
Next filing: Jun 13, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	INSW	Restricted Stock Units	Award		+17.7K			17.7K	Apr 7, 2022	Common Stock	17.7K	$0.00	Direct	F1
transaction	INSW	Performance Restricted Stock Units	Award		+17.7K			17.7K	Apr 7, 2022	Common Stock	17.7K	$0.00	Direct	F2, F3
transaction	INSW	Restricted Stock Units	Award		+28.2K			28.2K	Apr 7, 2022	Common Stock	28.2K	$0.00	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 7, 2022, INSW granted the Reporting Person pursuant to the International Seaways 2020 Management Incentive Plan (the "2020 Plan") 17,653 restricted stock units which units vest as to one-third of such units on each of the first, second and third anniversaries of the date of the grant. Each unit represents the right to acquire one share of Common Stock. Settlement of vested units which may be in either shares of Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion, and will be net of any shares deducted for applicable taxes and other withholdings.
F2	On April 7, 2022, INSW granted the Reporting Person pursuant to the 2020 Plan, 17,653 performance restricted stock units (PRSUs). Achievement under the PRSUs will be measured using an operating performance metric (return on invested capital, or ROIC) and a market performance metric (total shareholder return, or TSR, relative to the TSR of each of a peer group of companies), in each case measured over the three-year period beginning on January 3, 2022 and ending on December 31, 2024. Each metric relates to half of the PRSUs granted.
F3	These PRSUs represent the right to receive an equivalent number of shares of INSW Common Stock (net of any shares deducted for applicable taxes and other withholdings) if and when the PRSUs vest, assuming a performance factor of 100% achievement. The PRSU grants are subject (so long as at least the minimum performance threshold is achieved) to increase or decrease pursuant to a performance factor that may range from 50% to 150%. The number of shares vesting, if any, will be reported after the Compensation Committee of the Issuer's Board of Directors certifies the achievement of the applicable performance metric following the end of the measurement period.
F4	On April 7, 2022, INSW separately granted the Reporting Person pursuant to the 2020 Plan, an additional 28,244 restricted stock units which units vest as to one-third of such units on each of the first, second and third anniversaries of the date of the grant. Each unit represents the right to acquire one share of Common Stock. Settlement of vested units which may be in either shares of Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion, and will be net of any shares deducted for applicable taxes and other withholdings.