| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Quintana Maritime LTD [ QMAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/20/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares | 07/20/2005 | J(1) | 2,505,000 | A | (1) | 6,319,492 | I(2) | See FN(2)(3) | ||
| Common Shares | 07/20/2005 | J(1) | 2,505,000 | A | (1) | 6,319,492 | D(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares reported herein were acquired in connection with a previously announced stock dividend issued on the closing of the initial public offering of the Issuer's stock. The Reporting Persons are filing this Form 4 to satisfy potential filing obligations with respect to this dividend. Notwithstanding this filing, each of the Reporting Persons disclaims that it is a person required to report this transaction, based on the exemption provided by Rule 16a-9. |
| 2. Each of FR X Offshore GP Limited ("Offshore Ltd"), FR X Offshore GP, L.P. ("Offshore GP"), and FR X Offshore, L.P. ("Offshore LP"), are indirect 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. Offshore LP's beneficial ownership in the Issuer is through its ownership of limited liability company interests of Quintana Maritime Investors, LLC. |
| 3. Offshore Ltd, Offshore GP, and Offshore LP disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that these reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose except to the extent of their pecuniary interest therein. |
| 4. Quintana Maritime Investors, LLC is the direct holder of the shares of the Issuer as reported herein. |
| Remarks: |
| 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. Quintana Maritime Investors, LLC, is signing for itself by Thomas R. Denison, as Attorney-in-Fact (see previously filed Power of Attorney) for Joseph R. Edwards, Manager |
| Thomas R. Denison | 07/21/2005 | |
| Thomas R. Denison | 07/21/2005 | |
| Thomas R. Denison | 07/21/2005 | |
| Thomas R. Denison, Attorney-in-Fact | 07/21/2005 | |
| ** 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). | ||
| 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. | ||