Amended Statement of Ownership (sc 13g/a)
February 16 2016 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
FreeSeas Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class
of Securities)
Y26496219
(CUSIP Number)
December 31, 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:
*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. Y26496219
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1. |
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. |
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. |
SEC Use Only |
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4. |
Citizenship or Place of Organization Bermuda |
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Number of |
5. |
Sole Voting Power |
0 |
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Shares
Beneficially |
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Owned by Each |
6. |
Shared Voting Power |
9,748 |
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Reporting |
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Person With: |
7. |
Sole Dispositive Power |
0 |
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8. |
Shared Dispositive Power |
9,748 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 9,748 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) 1.4% (see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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OO |
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CUSIP No. Y26496219
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1. |
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. |
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. |
SEC Use Only |
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4. |
Citizenship or Place of Organization Delaware |
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Number of |
5. |
Sole Voting Power |
0 |
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Shares
Beneficially |
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Owned by Each |
6. |
Shared Voting Power |
9,748 |
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Reporting |
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Person With: |
7. |
Sole Dispositive Power |
0 |
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8. |
Shared Dispositive Power |
9,748 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 9,748 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) 1.4% (see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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HC |
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CUSIP No. Y26496219
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1. |
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. |
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. |
SEC Use Only |
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4. |
Citizenship or Place of Organization California |
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Number of |
5. |
Sole Voting Power |
0 |
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Shares
Beneficially |
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Owned by Each |
6. |
Shared Voting Power |
9,748 |
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Reporting |
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Person With: |
7. |
Sole Dispositive Power |
0 |
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8. |
Shared Dispositive Power |
9,748 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 9,748 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) 1.4% (see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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HC |
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CUSIP No. Y26496219
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1. |
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. |
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. |
SEC Use Only |
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4. |
Citizenship or Place of Organization United States of America |
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Number of |
5. |
Sole Voting Power |
0 |
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Shares
Beneficially |
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Owned by Each |
6. |
Shared Voting Power |
9,748 |
|
Reporting |
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Person With: |
7. |
Sole Dispositive Power |
0 |
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8. |
Shared Dispositive Power |
9,748 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 9,748 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) 1.4% (see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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IN |
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This Amendment No. 3 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, as amended (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, 2015, each of the Reporting Persons may be deemed to have beneficial ownership of 9,748 shares of Common
Stock, which consisted of: (i) 8,160 shares of Common Stock issuable upon conversion of 8,160 shares of Series D Preferred Stock
held by Crede CG III, and (ii) 1,588 shares of Common Stock issuable upon exercise or exchange of the Series C Warrants held by
Crede CG III, and all such shares of Common Stock represent beneficial ownership of approximately 1.4% of the Common Stock, based
on (1) 688,654 shares of Common Stock issued and outstanding as of November 23, 2015, as reported in the Proxy Statement included
in a Form 6-K filed by the Issuer on December 1, 2015, plus (2) 8,160 shares of Common Stock issuable upon conversion of 8,160
shares of Series D Preferred Stock and 1,588 shares of Common Stock issuable upon exercise or exchange of the Series C Warrants.
The foregoing share amounts give effect to a reverse stock split in a ratio of 1-for-60 effected by the Company on January 15,
2016 and previous reverse stock splits effected during 2015.
(c) Number of shares
as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote:
9,748.
(iii) Sole power to dispose or to direct the disposition
of 0.
(iv) Shared power to dispose or to direct the disposition
of 9,748.
Item 5. Ownership of Five 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 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 16, 2016
|
CREDE GC III, LTD |
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By: |
/s/ Terren S. Peizer |
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Terren S. Peizer, Managing Director |
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CREDE CAPITAL GROUP, LLC |
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By: |
/s/ Terren S. Peizer |
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Terren S. Peizer, Managing Member |
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ACUITAS FINANCIAL GROUP, LLC |
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By: |
/s/ Terren S. Peizer |
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Terren S. Peizer, Managing Member |
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/s/ Terren S. Peizer |
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Terren S. Peizer |
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