Amended Statement of Ownership (sc 13g/a)
April 13 2015 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DRYSHIPS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y2109Q101
(CUSIP Number)
Paul Friedman
BlueMountain Capital Management, LLC
280 Park Avenue, 12th Floor
New York, New York 10017
212-905-3990
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 9, 2015
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons 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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CUSIP No. Y2109Q101 |
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13G |
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Page
2
of 5 |
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1. |
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NAMES OF
REPORTING PERSONS BlueMountain Capital Management, LLC |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware, United States of America |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
33,388,418 |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
33,388,418 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,388,418 |
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) 5.0% (1) |
12. |
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TYPE OF REPORTING PERSON (see
instructions) IA |
(1) |
The percentage set forth in Row 11 of this Cover Page is based on the Issuers (as defined herein) 669,964,321 shares of Common Stock (as defined herein) outstanding as of December 31, 2014, as reported on the
Issuers report on Form 20-F filed with the Securities and Exchange Commission (the SEC) on March 10, 2015. |
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CUSIP No. Y2109Q101 |
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13G |
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Page
3
of 5 |
Item 1.
DryShips Inc.
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(b) |
Address of Issuers principal executive offices |
74-76 V. Ipeirou Street
151 25, Marousi
Athens, Greece
Item 2.
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(a) |
Name of person filing |
This Amendment No. 2 (this Amendment) to
the Schedule 13G filed with the SEC on November 3, 2014 (as amended by Amendment No. 1 thereto filed on April 2, 2015) is being filed on behalf of BlueMountain Capital Management, LLC (BMCM or the Reporting
Person), with respect to the shares of Common Stock, $0.01 par value per share (the Common Stock), of DryShips Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the
Issuer).
BMCM acts as investment manager to, and exercises investment discretion with respect to the Common Stock
directly owned by, the following entities as of April 9, 2015:
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(i) |
Blue Mountain Credit Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 24,233,857 shares of Common Stock directly owned by it; |
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(ii) |
BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership, with respect to the 954,635 shares of Common Stock directly owned by it; |
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(iii) |
BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of
Luxembourg, with respect to the 3,134,261 shares of Common Stock directly owned by it; |
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(iv) |
BlueMountain Kicking Horse Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 686,444 shares of Common Stock directly owned by it; |
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(v) |
BlueMountain Long/Short Credit Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 3,081,301 shares of Common Stock directly owned by it; |
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(vi) |
BlueMountain Timberline Ltd., a Cayman Islands exempted limited company, with respect to the 1,297,920 shares of Common Stock directly owned by it; and |
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(vii) |
BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC, an Irish open-ended umbrella fund investment company incorporated as a public limited company with variable
capital and with segregated liability between its sub-funds, with respect to the 0 shares of Common Stock directly owned by it. |
The filing of this statement should not be construed as an admission that BMCM is, for the purpose of Section 13 of the Act, the
beneficial owner of the Common Stock reported herein.
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(b) |
Address or principal business office or, if none, residence |
280 Park Avenue, 12th Floor, New York, New York 10017
See Row 4 of the Cover Page.
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CUSIP No. Y2109Q101 |
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13G |
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Page
4
of 5 |
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(d) |
Title of class of securities |
Common Stock, par value $0.01 per share
Y2109Q101
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Item 4. Ownership.
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the Cover Page and is incorporated herein by reference.
BMCM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this filing.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following x.
Item 6. Ownership of
More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of
Group.
Not applicable.
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, other than activities solely in connection with a nomination under § 240.14a-11.
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CUSIP No. Y2109Q101 |
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13G |
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Page
5
of 5 |
SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: April 13, 2015
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BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC |
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By: |
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/s/ PAUL FRIEDMAN |
Paul Friedman, Chief Compliance Officer |
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