1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
George Economou
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
|
(b)
|
[_]
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
WC, BK, OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Greece
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
57,625,177 (1)
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
57,625,177 (1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
57,625,177 (1)
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
13.3%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
(1) Mr. Economou may be deemed to beneficially own 57,625,177 common shares ("Common Shares") of DryShips Inc. (the "Company") consisting of: 10,944,910 Common Shares owned by Elios Investments Inc. ("Elios"), a wholly-owned subsidiary of the Entrepreneurial Spirit Foundation, a Lichtenstein foundation controlled by Mr. Economou, the beneficiaries of which are Mr. Economou and members of his family (the "Foundation"), 15,500,000 Common Shares owned by Fabiana Services S.A., a Marshall Islands corporation controlled by Mr. Economou ("Fabiana"), 963,667 Common Shares owned by Sphinx Investment Corp., a Marshall Islands corporation controlled by Mr. Economou ("Sphinx"), 254,512 Common Shares owned by Goodwill Shipping Company Limited, a Malta corporation controlled by Mr. Economou ("Goodwill") and 29,962,088 Common Shares owned by the Entrepreneurial Spirit Holdings Inc., a Liberian Corporation ("Entrepreneurial Spirit Holdings") that is wholly-owned by the Foundation.
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Elios Investments Inc.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
|
(b)
|
[_]
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Republic of the Marshall Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
10,944,910
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
10,944,910
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
10,944,910
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
2.5%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Fabiana Services S.A.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
|
(b)
|
[_]
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Republic of the Marshall Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
15,500,000
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
15,500,000
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
15,500,000
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
3.6%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Sphinx Investment Corp.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
|
(b)
|
[_]
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Republic of the Marshall Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
963,667
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
963,667
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
963,667
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
0.2%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Goodwill Shipping Company Limited
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
|
(b)
|
[_]
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Republic of the Malta
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
254,512
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
254,512
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
254,512
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
0.1%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Entrepreneurial Spirit Holdings Inc.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
|
|
(b)
|
[_]
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Republic of Liberia
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
29,962,088
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
29,962,088
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
29,962,088
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
6.9%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
The purpose of this Amendment No. 13 to the Schedule 13D is to report the change in beneficial ownership by certain Reporting Persons as a result of (i) the expiration of 3,500,000 unexercised warrants owned by Sphinx that were previously disclosed, (ii) the grant of 1,000,000 shares to Fabiana pursuant to the Issuer’s Restated 2008 Equity Incentive Plan (the “Plan”) and a restricted stock award agreement signed on August 20, 2013, and made by and between the Issuer and Fabiana (the "Agreement") and (iii) the change in Common Shares outstanding.
Item 1. Security and Issuer.
The address of the Issuer’s principal executive offices is 74-76 V. Ipeirou Street, 151 25, Marousi, Athens, Greece.
Other than as described above there are no material changes from the Schedule 13D/A filed with the Commission on September 30, 2011.
Item 2. Identity and Background.
No material change from the Schedule 13D/A filed with the Commission on September 30, 2011.
Item 3. Source and Amount of Funds or Other Consideration.
No additional consideration was paid for the 1,000,000 Common Shares that were issued to Fabiana pursuant to the Plan and the Agreement as compensation for or Mr. Economou's services, through Fabiana, as the Issuer's Chief Executive Officer.
Other than as described above there are no material changes from the Schedule 13D/A filed with the Commission on September 30, 2011.
Item 4. Purpose of Transaction.
No material change from the Schedule 13D/A filed with the Commission on September 30, 2011.
Item 5. Interest in Securities of the Issuer.
(a), (b) Based on the foregoing and unless otherwise disclosed, the Reporting Persons report beneficial ownership of the following Common Shares:
Mr. Economou may be deemed to beneficially own 57,625,177 Common Shares representing approximately 13.3% of the total outstanding Common Shares. Mr. Economou has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 57,625,177 Common Shares. Mr. Economou has the sole power to dispose or direct the disposition of 0 Common Shares and has shared power to dispose or direct the disposition of 57,625,177 Common Shares.
Elios may be deemed to beneficially own 10,944,910 Common Shares representing 2.5% of the total outstanding Common Shares. Elios has the sole power to vote or direct the vote of 0 Shares and has the shared power to vote or direct the vote of 10,944,910 Common Shares. Elios has the sole power to dispose or direct the disposition of 0 Common Shares the shared power to dispose or direct the disposition of 10,944,910 Common Shares.
Fabiana may be deemed to beneficially own 15,500,000 Common Shares representing 3.6% of the total outstanding Common Shares. Fabiana has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 15,500,000 Shares. Fabiana has the sole power to dispose or direct the disposition of 0 Common Shares and has shared power to dispose or direct the disposition of 15,500,000 Common Shares.
Sphinx may be deemed to beneficially own 963,667 Common Shares representing 0.2% of the total outstanding Common Shares. Sphinx has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 963,667 Shares. Sphinx has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 963,667 Common Shares.
Goodwill may be deemed to beneficially own 254,512 Common Shares representing 0.1% of the total outstanding Common Shares. Goodwill has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 254,512 Common Shares. Goodwill has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 254,512 Common Shares.
Entrepreneurial Spirit Holdings beneficially owns 29,962,088 Common Shares representing 6.9% of the total outstanding Common Shares. Entrepreneurial Spirit Holdings has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 29,962,088 Common Shares. Entrepreneurial Spirit Holdings has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 29,962,088 Common Shares.
(c) Other than as described herein, no transactions in the Common Shares were effected by the persons enumerated in Item 2 during the past 60 days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Shares reported in this Schedule 13D.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Pursuant to the Plan, Fabiana entered into the Agreement with the Issuer for the grant of 1,000,000 restricted Common Shares to Fabiana, attached as Exhibit B hereto. Pursuant to the terms of the Agreement, 333,334 restricted Common Shares vested on the date of the grant, 333,333 shall vest on the first anniversary of the date of the grant and 333,333 shall vest on the second anniversary of the date of the grant.
Other than as described above there are no material changes from the Schedule 13D/A filed with the Commission on September 30, 2011.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly.
Exhibit B: Restricted Stock Award Agreement
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: May 21, 2014
|
/s/ George Economou
|
|
George Economou*
|
|
|
|
ELIOS INVESTMENTS INC.
|
|
|
|
BY:
|
/s/ Dr. Renato Cefai
|
|
Name:
|
Dr. Renato Cefai
|
|
Title:
|
Sole Director
|
|
|
|
FABIANA SERVICES S.A.
|
|
|
|
BY:
|
/s/ Andri Papadopoulou
|
|
Name:
|
Andri Papadopoulou
|
|
Title:
|
Sole Director
|
|
|
|
GOODWILL SHIPPING COMPANY LIMITED
|
|
|
|
BY:
|
MARE SERVICES LTD.
|
|
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director
|
|
|
|
SPHINX INVESTMENT CORP.
|
|
|
|
BY:
|
MARE SERVICES LTD.
|
|
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director
|
|
|
|
ENTREPRENEURIAL SPIRIT HOLDINGS INC.
|
|
|
|
BY:
|
MARE SERVICES LTD.
|
|
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director
|
____________
*
|
The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
|
EXHIBIT A
Joint Filing Agreement
The undersigned, being duly authorized thereunto, hereby executes this agreement as an exhibit to this Schedule 13D/A with respect to the shares of common stock of DryShips, Inc. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D/A jointly on behalf of each such party.
Dated: May 21, 2014
/s/ George Economou
|
|
George Economou
|
|
ELIOS INVESTMENTS INC.
|
|
|
|
BY:
|
/s/ Dr. Renato Cefai
|
|
Name:
|
Dr. Renato Cefai
|
|
Title:
|
Sole Director
|
|
FABIANA SERVICES S.A.
|
|
|
|
BY:
|
/s/ Andri Papadopoulou
|
|
Name:
|
Andri Papadopoulou
|
|
Title:
|
Sole Director
|
|
GOODWILL SHIPPING
COMPANY LIMITED
|
|
BY:
|
MARE SERVICES LTD.
|
|
|
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director
|
|
SPHINX INVESTMENT CORP.
|
|
|
|
|
BY:
|
MARE SERVICES LTD.
|
|
|
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director
|
|
ENTREPRENEURIAL SPIRIT HOLDINGS INC.
|
|
|
|
|
BY:
|
MARE SERVICES LTD.
|
|
|
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director
|
|
EXHIBIT B
Restricted Stock Award Agreement