Amended Statement of Ownership (sc 13g/a)
February 14 2014 - 2:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1 )*
FreeSeas Inc.
(Name of Issuer)
Common Stock, $0.001 par value per
share
(Title of Class of Securities)
Y26496201
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No.
Y26496201
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1.
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Name of Reporting Person.
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I.R.S. Identification Nos. of above persons (entities only).
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Crede CG III, Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
£
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(b)
£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization Bermuda
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Number of
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5.
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Sole Voting Power
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0
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Shares Beneficially
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Owned by Each
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6.
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Shared Voting Power
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2,084,843
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Reporting
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Person With:
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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2,084,843
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,084,843 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 9.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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OO
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CUSIP No.
Y26496201
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1.
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Name of Reporting Person.
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I.R.S. Identification Nos. of above persons (entities only).
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Crede Capital Group, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
£
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(b)
£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization Delaware
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Number of
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5.
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Sole Voting Power
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0
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Shares Beneficially
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Owned by Each
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6.
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Shared Voting Power
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2,084,843
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Reporting
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Person With:
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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2,084,843
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,084,843 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 9.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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HC
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CUSIP No.
Y26496201
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1.
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Name of Reporting Person.
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I.R.S. Identification Nos. of above persons (entities only).
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Acuitas Financial Group, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
£
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(b)
£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization California
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Number of
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5.
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Sole Voting Power
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0
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Shares Beneficially
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Owned by Each
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6.
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Shared Voting Power
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2,084,843
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Reporting
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Person With:
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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2,084,843
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,084,843 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 9.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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HC
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CUSIP No.
Y26496201
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1.
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Name of Reporting Person.
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I.R.S. Identification Nos. of above persons (entities only).
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Terren S. Peizer
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
£
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(b)
£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization United States of America
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Number of
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5.
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Sole Voting Power
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0
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Shares Beneficially
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Owned by Each
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6.
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Shared Voting Power
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2,084,843
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Reporting
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Person With:
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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2,084,843
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,084,843 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 9.9% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN
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This Amendment No. 1 is being filed
jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities
and Exchange Commission (the “
SEC
”) on October 18, 2013 (the “
Schedule 13G
”).
Except as set forth below, all Items of
the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to
such terms in the Schedule 13G.
Item
4. Ownership.
(a) and (b):
As of the close of business on
December 31, 2013, each of the Reporting Persons may be deemed to have beneficial ownership of 2,084,843 shares of Common Stock,
which consists of 2,084,843 shares of Common Stock issuable upon exercise or exchange of a warrant held by Crede CG III (the “
Warrant
”),
and all such shares of Common Stock represent beneficial ownership of approximately 9.9% of the Common Stock, based on (1) 18,974,185
shares of Common Stock issued and outstanding on December 20, 2013, as reported in the Form 424(b)(3) prospectus filed by the Issuer
on December 30, 2013, plus (2) 2,084,843 shares of Common Stock issuable upon exercise or exchange of the Warrant.
The foregoing excludes (I) 415,157
shares of Common Stock issuable upon exercise or exchange of the Warrant because the Warrant contains a blocker provision under
which the holder thereof does not have the right to exercise the Warrant to the extent (but only to the extent) that such exercise
would result in beneficial ownership by the holder thereof or any of its affiliates of more than 9.9% of the Common Stock and (II)
5,000,000 shares of Common Stock issuable upon exercise or exchange of a second warrant held by Crede CG III (the “
Second
Warrant
”) because the Second Warrant contains a blocker provision under which the holder thereof does not have the right
to exercise the Second Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by
the holder thereof or any of its affiliates of more than 9.9% of the Common Stock. Without such blocker provisions, each of the
Reporting Persons may be deemed to have beneficial ownership of 7,500,000 shares of Common Stock.
(c) Number of shares
as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote:
0
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(ii) Shared power to vote or to direct the vote:
2,084,843
.
(iii) Sole power to dispose or to direct the disposition
of
0
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(iv) Shared power to dispose or to direct the disposition
of
2,084,843
.
Item 10. Certification
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2014
CREDE GC III, LTD
By:
/s/ Terren S. Peizer
Terren S. Peizer, Managing Director
CREDE CAPITAL GROUP, LLC
By:
/s/ Terren S. Peizer
Terren S. Peizer, Managing Member
ACUITAS FINANCIAL GROUP, LLC
By:
/s/ Terren S. Peizer
Terren S. Peizer, Managing Member
/s/ Terren S. Peizer
Terren S. Peizer
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