Exhibit 4.1


 


	
  NUMBER

  	
   

  	
  SHARES

  



 


CUSIP
Y0553W 103


 


BALTIC
TRADING LIMITED


 


INCORPORATED
UNDER THE LAWS OF THE MARSHALL ISLANDS


 


 


THIS
IS TO CERTIFY THAT:


 


 


IS
THE OWNER OF


 


 


FULLY-PAID
AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE COMMON STOCK OF


 


BALTIC
TRADING LIMITED


 


transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.


 


This
certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.


Witness
the facsimile seal of the Corporation and the facsimile signature of its duly
authorized officer.


 


Dated:


 


 


	
  /s/ John C. Wobensmith

  	
   

  	
  [SEAL]

  
	
  PRESIDENT, SECRETARY, AND TREASURER

  	
   

  	
   

  



 


 


 


	
  COUNTERSIGNED AND REGISTERED:

  	
   

  	
   

  
	
  MELLON INVESTOR SERVICES LLC

  	
   

  	
   

  
	
  (New York, N.Y.)

  	
  TRANSFER
  AGENT

  	
   

  
	
   

  	
    AND REGISTRAR

  	
   

  
	
   

  	
   

  	
   

  
	
  BY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  	
   

  



 

















 


The
following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN
  COM

  	
  -

  	
  tenants-in-common

  	
   

  
	
  TEN
  ENT

  	
  -

  	
  as
  tenants by the entireties

  	
   

  
	
  JT
  TEN

  	
  -

  	
  as
  joint tenants with right of survivorship and not as tenants-in-common

  	
   

  



 


	
  UNIF
  GIFT MIN ACT  —

  	
   

  	
  Custodian

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
  under,
  Uniform Gifts to Minors Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UNIF
  TRAN MIN ACT  —

  	
   

  	
  Custodian

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
   

  	
  under,
  Uniform Transfers to Minors Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State

  	
   

  



 


Additional abbreviations
may also be used though not in the above list.


 


For Value Received,                         
hereby sell, assign and transfer unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE             


 


(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS OF ASSIGNEE)


 


 


	
   

  	
  Shares of the capital stock represented

  
	
  by the within Certificate, and do hereby irrevocably
  constitute and appoint

  	
   

  
	
   

  	
  Attorney to transfer

  
	
  the said stock on the books of the within-named
  Corporation with full power of substitution in the premises.

  



 


 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



NOTICE:
the signature(s) to this assignment must correspond with the name as
written upon the face of the certificate, in every particular, without
alteration or enlargement, or any change whatever.  The signature of the person executing this
power must be guaranteed by an Eligible Guarantor Institution such as a
Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or a
Savings Association participating in a Medallion program approved by the
Securities Transfer Association, Inc.


 


	
  Signature(s) Guaranteed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.


 


KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF LOST, STOLEN, MUTILATED OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF
A REPLACEMENT CERTIFICATE.


 


THIS CERTIFICATE ALSO
EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A
SHAREHOLDERS RIGHTS AGREEMENT BETWEEN BALTIC TRADING LIMITED AND MELLON
INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF DECEMBER       ,
2009 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICES OF BALTIC TRADING LIMITED.  UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE
EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
CERTIFICATE.  BALTIC TRADING LIMITED WILL
MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT
CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.  UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE
RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR
BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON
BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND
VOID.


 


BALTIC
TRADING LIMITED WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE
A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES OF CAPITAL STOCK OF
BALTIC TRADING LIMITED AUTHORIZED TO BE ISSUED.