GMR General Maritime Corp. New Common Stock

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the following box. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1.    Security and Issuer

This statement on Schedule 13D (this “ Schedule 13D ”) relates to the shares of common stock, par value $0.01 per share (“ Common Stock ”), of General Maritime Corporation, a Marshall Islands corporation (the “ Issuer ”).  The address of the principal executive office of the Issuer is 299 Park Avenue, New York, NY 10171.

Item 2.    Identity and Background

(a)-(c) & (f)

This Schedule 13D is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit 11 , by:

(1)           OCM Marine Holdings TP, L.P., a Cayman Islands exempt limited partnership (“ Marine Holdings ”), whose principal business is to act as the sole shareholder of OCM Marine Investments CTB, Ltd., a Cayman Islands exempt company (“ Investor ”) and invest in securities of the Issuer;

(2)           OCM Marine GP CTB, Ltd., a Cayman Islands exempt company (“ Marine Holdings GP ”), whose principal business is to serve as, and perform the functions of, the general partner of Marine Holdings;

(3)           OCM Asia Principal Opportunities Fund, L.P., a Cayman Islands exempt limited partnership (“ APOF ”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence;

(4)           Oaktree FF Investment Fund, L.P. - Class A, a Cayman Islands exempt limited partnership (“ FFA ”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence;

(5)           Oaktree Principal Fund V, L.P., a Cayman Islands exempt limited partnership (“ PF5 ”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence;

(6)           Oaktree Principal Fund V (Parallel), L.P., a Cayman Islands exempt limited partnership (“ PF5 Parallel ,” and together with PF5, FFA and APOF, collectively, the “ Oaktree Funds ”), whose principal business is investing in entities over which there is the potential for such fund to exercise significant influence;

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(7)           OCM Asia Principal Opportunities Fund GP, L.P., a Cayman Islands exempt limited partnership (“ APOF GP LP ”), whose principal business is to serve as, and perform the functions of, the general partner of APOF;

(8)           OCM Asia Principal Opportunities Fund GP Ltd., a Cayman Islands exempt company (“ APOF GP Ltd ”), whose principal business is to serve as, and perform the functions of, the general partner of APOF GP LP;

(9)           Oaktree FF Investment Fund GP, L.P., a Cayman Islands exempt limited partnership (“ FFA GP LP ”), whose principal business is to serve as, and perform the functions of, the general partner of FFA;

(10)         Oaktree FF Investment Fund GP Ltd., a Cayman Islands exempt company (“ FFA GP Ltd ”), whose principal business is to serve as, and perform the functions of, the general partner of the FFA GP LP;

(11)         Oaktree Principal Fund V GP, L.P., a Cayman Islands exempt limited partnership (“ PF5 GP LP ,” and together with FFA GP LP and APOF GP LP, collectively, the “ Fund GPs ”), whose principal business is to serve as, and perform the functions of, the general partner of PF5 and PF5 Parallel;

(12)         Oaktree Principal Fund V GP Ltd., a Cayman Islands exempt company (“ PF5 GP Ltd ”), whose principal business is to serve as, and perform the functions of, the general partner of the PF5 GP LP;

(13)         Oaktree Fund GP I, L.P., a Delaware limited partnership (“ Oaktree Fund GP ”), whose principal business is to (i) serve as, and perform the functions of, the general partner or the managing member of the general partner of certain investment funds and (ii) act as the sole shareholder of certain controlling entities of certain investment funds including PF5 GP Ltd, FFA GP Ltd and APOF GP Ltd;

(14)         Oaktree Capital I, L.P., a Delaware limited partnership (“ Oaktree Capital I ”), whose principal business is to (i) serve as, and perform the functions of, the general partner of Oaktree Fund GP and (ii) hold limited partnership interests in Oaktree Fund GP;

(15)         OCM Holdings I, LLC, a Delaware limited liability company (“ Oaktree Holdings I ”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree Capital I;

(16)         Oaktree Holdings, LLC, a Delaware limited liability company (“ Oaktree Holdings ”), whose principal business is to serve as, and perform the functions of, the managing member of Oaktree Holdings, I;

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(17)         Oaktree Capital Management, L.P., a Delaware limited partnership (“ Oaktree ”), whose principal business is providing investment advice and management services to institutional and individual investors. Oaktree serves as (i) the director of Marine Holdings GP, APOF GP Ltd, FFA GP Ltd and PF5 GP Ltd and (ii) the investment manager of each Oaktree Fund;

(18)         Oaktree Holdings, Inc., a Delaware corporation (“ Oaktree GP ”), whose principal business is to serve as, and perform the functions of, the general partner of Oaktree, and hold membership interests in Oaktree Holdings I;

(19)         Oaktree Capital Group, LLC, a Delaware limited liability company (“ OCG ”), whose principal business is to serve as the holding company and controlling entity for each of the general partner and investment advisor of certain investment funds and separately managed accounts.  OCG is the sole shareholder of Oaktree GP and serves as the managing member of Oaktree Holdings;

(20)         Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (“ OCGH ”), whose principal business is to hold voting interests in OCG and other interests in each of the general partner and investment advisor of certain investment funds and separately managed accounts; and

(21)         Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“ OCGH GP ,” and together with Investor, Marine Holdings, Marine Holdings GP, the Oaktree Funds, the Fund GPs, APOF GP Ltd, FFA GP Ltd, PF5 GP Ltd, Oaktree Fund GP, Oaktree Capital I, Oaktree Holdings I, Oaktree Holdings, Oaktree, Oaktree GP, OCG and OCGH, collectively, the “ Reporting Persons ”), whose principal business is the serve as, and perform the functions of, the general partner of OCGH.

Set forth in Annex A attached hereto is a listing of the directors, executive officers, members, general partners and controlling persons, as applicable, of each Reporting Person (collectively, the “ Covered Persons ”).  Annex A is incorporated herein by reference.  Each of the Covered Persons that is a natural person is a United States citizen.

The principal business address of each Reporting Person and each Covered Person is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28 th  Floor, Los Angeles, California 90071.

(d)-(e)

During the last five years, none of the Reporting Persons, and to the best of their knowledge, none of the Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 3.    Source and Amount of Funds or Other Consideration

On May 6, 2011 (the “ Closing Date ”), the Issuer issued to Investor immediately exercisable warrants to acquire 23,091,811 shares of Common Stock at a price per share of $0.01 (the “ Warrants ”), in consideration for the extension of a $200 million loan (the “ Loan ”) by Investor to certain subsidiaries of the Issuer.  Immediately thereafter, Investor transferred the Warrants to its parent company, Marine Holdings.  Investor funded the Loan through debt and equity investments by Marine Holdings.  Marine Holdings received the capital for its investment in Investor from PF5, PF5 Parallel, APOF and FFA, each a limited partner of Marine Holdings.

Item 4.    Purpose of Transaction

On March 29, 2011, Investor entered into a Credit Agreement (the “ Credit Agreement ”), by and among General Maritime Subsidiary Corporation, General Maritime Subsidiary II Corporation, each, a Marshall Islands corporation (collectively, the “ Borrowers ”), the Issuer, Investor and OCM Administrative Agent, LLC, a Delaware limited liability company, pursuant to which Investor agreed to make the Loan to the Borrowers in exchange for pay-in-kind toggle floating rate secured notes (the “ Notes ”).  The Notes have a seven-year maturity and bear interest at a rate per annum based on LIBOR (with a minimum of 3%) plus a margin ranging from 6% to 9%.  Interest on the Notes is payable, at the Issuer’s option, in cash or in additional Notes. The Notes are secured on a third lien basis by substantially all of the Issuer’s assets and are guaranteed by the Issuer’s subsidiaries that guarantee its other credit facilities.

In connection with the Loan, the Issuer agreed to issue to Investor the Warrants pursuant to the Investment Agreement (the “ Investment Agreement ”), dated as of March 29, 2011, by and between the Issuer and Investor, as amended on May 6, 2011.  Under the Investment Agreement, subject to certain exceptions, the Reporting Persons will not be permitted to transfer any of the Warrants or any of the shares issued upon exercise thereof for a period of two years following the Closing Date (the “ Transfer Restrictions ”).  In addition, the Reporting Persons are not permitted to enter into any hedging transactions with respect to the Common Stock for a period of one-year following the Closing Date (the “ Hedging Restrictions ”).

Under the Investment Agreement and the letter agreement, dated as of January 10, 2011, by and among the Issuer, PF5 and FFA, subject to certain exceptions, for a two-year period following the Closing Date, the Reporting Persons are subject to customary “standstill” restrictions, pursuant to which the Reporting Persons will not be permitted to acquire additional shares of the Issuer’s capital stock or make certain proposals with respect to a merger, combination or acquisition (or take similar actions) with respect to the Issuer (the “ Standstill ,” and together with the Transfer Restrictions and the Hedging Restrictions, collectively, the “ Investment Restrictions ”).

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In addition, for the seven-year period following the Closing Date, the Reporting Persons (so long as they continue to hold the Warrants) will be entitled to certain anti-dilution protections.  In particular, if the Issuer issues Common Stock or securities convertible into or exchangeable or exercisable for Common Stock at a price per share less than $2.55, the Reporting Persons will be entitled to receive additional warrants to acquire shares of Common Stock with an exercise price of $0.01 per share in an amount up to 19.9% of the shares of Common Stock issued or issuable in such issuance.  In addition to the foregoing anti-dilution protections, there are also customary anti-dilution adjustments to the number of shares of Common Stock issuable upon exercise of the Warrants.  Under the Investment Agreement, the Reporting Persons also have, subject to certain exceptions, preemptive rights which allow the Reporting Persons to purchase their proportionate share of any issuances of equity securities of the Issuer or securities convertible into or exchangeable or exercisable for equity securities of the Issuer.  The issuance of securities pursuant to the foregoing anti-dilution protections and the preemptive rights were subject to the Issuer obtaining shareholder approval.  In the event that the Issuer consummated a transaction that triggered such anti-dilution protections or preemptive rights without first having obtained such shareholder approval, the per annum interest rate on the Notes would increase by two percentage points, and thereafter increase by an additional two percentage points on each three-month anniversary of such transaction (subject to a maximum interest rate of 18%), and would remain at such rate until such shareholder approval was obtained and any securities issuable to the Reporting Persons pursuant to such anti-dilution protections or preemptive rights were issued.

From May 6, 2011 through July 1, 2011, the Issuer sold shares of Common Stock in registered public offerings, and the issuances and sales of such shares required the Issuer to issue an additional 1,091,673 Warrants to Marine Holdings pursuant to the anti-dilution adjustment provisions of the Warrants, subject to the receipt of shareholder approval for such adjustments.

On August 9, 2011, the Issuer obtained shareholder approval for the adjustments and the issuance of additional Warrants pursuant to the anti-dilution adjustment provisions, and for the issuance of additional shares of capital stock pursuant to the preemptive rights granted to Investor and its affiliates. As a result of the anti-dilution adjustment provisions, the Reporting Persons received Warrants to purchase an additional 1,091,673 shares of Common Stock. No preemptive rights granted to Investor and its affiliates have been exercised or remain outstanding as of August 9, 2011 because such preemptive rights expired 10 business days after Investor received notice of the triggering event of such rights.

Under the Investment Agreement, the Reporting Persons, subject to certain conditions, are entitled to designate one representative who will be permitted to attend all meetings of the Issuer’s Board of Directors, and all committees thereof, as a non-voting observer.

The Warrants were acquired for investment purposes in the ordinary course of business and for the purposes described below.

The Reporting Persons will continuously evaluate the Issuer’s businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether to exercise any of the Warrants, acquire additional shares of Common Stock or dispose of any of the Warrants or shares of Common Stock held by the Reporting Persons.  Subject to the Investment Restrictions, the Reporting Persons may acquire additional shares of Common Stock or some or all of the shares of Common Stock beneficially owned by the Reporting Persons may be sold, in either case in the open market, in privately negotiated transactions or otherwise.

Other than as described in this Schedule 13D, none of the Reporting Persons, and to the best of their knowledge, none of the Covered Persons has any current plans or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; provided, however, that as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law and the Investment Restrictions, may formulate a plan with respect to such matters, and, from time to time, hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.

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Item 5.    Interest in Securities of the Issuer

(a) and (b)

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 24,183,484 shares of Common Stock by virtue of the Warrants directly held by Marine Holdings.  The Warrants are immediately exercisable for 24,183,484 shares of Common Stock, representing approximately 16.6% of the Common Stock outstanding as of the date hereof.

Marine Holdings is the direct beneficial owner of the Warrants and the 24,183,484 shares of Common Stock issuable upon exercise thereof.

Marine Holdings GP, in its capacity as the general partner of the Marine Holdings, has the ability to direct the management of Marine Holdings’ business, including the power to vote and dispose of securities held by Marine Holdings; therefore, Marine Holdings GP may be deemed to have indirect beneficial ownership of the of the 24,183,484 shares of Common Stock issuable upon exercise of the Warrants held by Marine Holdings.

The Oaktree Funds collectively own 100% of the shares of Marine Holdings GP and, in their capacity as the shareholders of Marine Holdings GP, have the ability to direct the management of Marine Holdings GP’s business, including the power to direct the decisions of Marine Holdings GP regarding the vote and disposition of securities held by Marine Holdings; therefore, the Oaktree Funds may be deemed to share indirect beneficial ownership of the 24,183,484 shares of Common Stock issuable upon exercise of the Warrants held by Marine Holdings.

FFA GP LP, in its capacity as the general partner of FFA, APOF GP LP, in its capacity as the general partner of APOF and PF5 GP LP, in its capacity as the general partner of PF5 and PF5 Parallel, have the ability to direct the management of the business of the Oaktree Fund(s) for which they serve as general partner, including the power to direct the decisions of the respective Oaktree Fund(s) regarding the vote and disposition of securities held by Marine Holdings; therefore, the Fund GPs may be deemed to share indirect beneficial ownership of the 24,183,484 shares of Common Stock issuable upon exercise of the Warrants held by Marine Holdings.

FFA GP Ltd, in its capacity as the general partner of FFA GP LP, APOF GP Ltd, in its capacity as the general partner of APOF GP LP and PF5 GP Ltd, in its capacity as the general partner of PF5 GP LP, have the ability to direct the management of the business of the Fund GP for which they serve as general partner, including the power to direct the decisions of the respective Fund GP regarding the vote and disposition of securities held by Marine Holdings; therefore, FFA GP Ltd, APOF GP Ltd and PF5 GP Ltd may be deemed to share indirect beneficial ownership of the 24,183,484 shares of Common Stock issuable upon exercise of the Warrants held by Marine Holdings.

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Oaktree Fund GP, in its capacity as the sole shareholder of each of PF5 GP Ltd, FFA GP Ltd and APOF GP Ltd, has the ability to direct the management of each such entity’s business, including the power to direct the decisions of such entity regarding the vote and disposition of securities held by Marine Holdings; therefore, Oaktree Fund GP may be deemed to have indirect beneficial ownership of the 24,183,484 shares of Common Stock issuable upon exercise of the Warrants held by Marine Holdings.

Oaktree, in its capacity as the director of Marine Holdings GP, FFA GP Ltd, APOF GP Ltd and PF5 GP Ltd, has the ability to direct the management of each such entity’s business, including the power to direct the decisions of such entity regarding the vote and disposition of securities held by Marine Holdings, and, in its capacity as the investment manager of each of the Oaktree Funds, may indirectly control the decision of the Oaktree Funds regarding the vote and disposition of securities held by Marine Holdings; therefore, Oaktree may be deemed to have indirect beneficial ownership of the 24,183,484 shares of Common Stock issuable upon exercise of the Warrants held by Marine Holdings.

Each of Oaktree Capital I, Oaktree Holdings I, Oaktree Holdings, Oaktree GP, OCG, OCGH and OCGH GP, as a result of the relationships described in Item 2, may be deemed to have shared dispositive power or shared power to direct the disposition of the Warrants and the 24,183,484 shares of Common Stock issuable upon exercise thereof and therefore may be deemed to have indirect beneficial ownership of such securities.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than Marine Holdings, that it is the beneficial owner of the Warrants or any of the Common Stock issuable upon exercise thereof for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than Marine Holdings.

To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock.

All percentages calculated in this Schedule 13D are based upon an aggregate of 145,708,532 shares of Common Stock outstanding, which includes (i) 121,525,048 shares of Common Stock outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 and (ii) 24,183,484 shares of Common Stock issuable upon exercise of the Warrants.

(c)  Except for the transaction described herein, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.

(d)  As described in Item 6, certain persons other than the Reporting Persons are known to have the right to receive dividends from, and/or proceeds from the sale of, the Warrants and/or the shares of Common Stock issuable upon exercise thereof.

(e)  Not applicable

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Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Reference is made to Item 4 of this Schedule 13D which is incorporated by reference in response to this Item.

Peter C. Georgiopoulos, the Chairman of the Issuer, has been granted a non-voting interest in Marine Holdings.  Mr. Georgiopoulos will not have any authority to manage or direct the affairs of any of the Reporting Persons but may be entitled to receive distributions from Marine Holdings, which in the aggregate will not exceed 4.9% of all distributions made by the Reporting Persons.  No distributions will be made to Mr. Georgiopoulos until the other limited partners receive distributions from Marine Holdings in an amount equal to their respective investments in the partnership.

Investor, Marine Holdings, the Issuer, Mr. Georgiopoulos and an entity controlled by Mr. Georgiopoulos have entered into a registration rights agreement pursuant to which the Investor, Marine Holdings and Mr. Georgiopoulos (as well as the entity he controls) are entitled to customary demand and piggy-back registration rights with respect to the shares of Common Stock beneficially owned by such persons.

Item 7.    Material to be filed as Exhibits

The following are filed herewith as Exhibits to this Schedule 13D:

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*  Previously filed with the Schedule 13D filed on May 16, 2011.

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SIGNATURE

After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

[Signature Pages — Schedule 13D — Oaktree]

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[Signature Pages — Schedule 13D — Oaktree]

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[Signature Pages — Schedule 13D — Oaktree]

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