TOPS TOP Ships Inc

Item 1.

Security and Issuer

No material change from the Schedule 13D/A filed with the Commission on September 12, 2016 .

Item 2.

Identity and Background.

No material change from the Schedule 13D/A filed with the Commission on September 12, 2016 .

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented to add the following:

On June 11, 2014, Race Navigation purchased 250,000 Common Shares and 1,250,000 warrants to purchase Common Shares in accordance with the terms of the Warrant Agreement (the " Warrants "). Such Common Shares and Warrants were acquired with the working capital of Race Navigation.

On October 4, 2016, the Issuer's shareholders approved the Board's proposal to waive the limitation on exercises of Section 1(f) of the Warrant Agreement as it applies to Race Navigation. As a result, the 1,250,000 Warrants held by Race Navigation are now immediately exercisable, with each Warrant having an exercise price of $2.80 and entitling Race Navigation to purchase 0.89 Common Shares per Warrant for a total of 1,112,500 Common Shares.

Additionally, as of September 30, 2016, the Issuer has issued an aggregate of 1,179,018 Common Shares in connection with the exercises of all other outstanding warrants, including 31,360 Common Shares that were issued between September 3, 2016 and September 30, 2016.

Other than as set forth above, there are no other material changes from the Schedule 13D/A filed with the Commission on September 12, 2016 .

Item 4.

Purpose of Transaction

Other than as set forth above, there are no other material changes from the Schedule 13D/A filed with the Commission on September 12, 2016 .

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a. and b.) According to information received from the Issuer, as of September 30, 2016, there were 4,681,399 Common Shares issued and outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares:

Family Trading may be deemed to beneficially own 1,355,816 Common Shares, representing approximately 29.0% of the outstanding Common Shares. Family Trading has the sole power to vote 0 Common Shares and the shared power to vote 1,355,816 Common Shares. Family Trading has the sole power to dispose of 0 Common Shares and the shared power to dispose of 1,355,816 Common Shares.

Sovereign may be deemed to beneficially own 492,048 Common Shares, representing approximately 10.5% of the outstanding Common Shares. Sovereign has the sole power to vote 0 Common Shares and the shared power to vote 492,048 Common Shares. Sovereign has the sole power to dispose of 0 Common Shares and the shared power to dispose of 492,048 Common Shares.

Epsilon may be deemed to beneficially own 221,687 Common Shares, representing approximately 4.7% of the outstanding Common Shares. Epsilon has the sole power to vote 0 Common Shares and the shared power to vote 221,687 Common Shares.  Epsilon has the sole power to dispose of 0 Common Shares and the shared power to dispose of 221,687 Common Shares.

Oscar may be deemed to beneficially own 157,000 Common Shares, representing approximately 3.4% of the outstanding Common Shares. Oscar has the sole power to vote 0 Common Shares and the shared power to vote 157,000 Common Shares. Oscar has the sole power to dispose of 0 Common Shares and the shared power to dispose of 157,000 Common Shares.

Race Navigation may be deemed to beneficially own 1,362,500 Common Shares, representing approximately 23.5% of the outstanding Common Shares. This percentage ownership is based on 5,793,899 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 4,681,399 Common Shares outstanding and (ii) 1,112,500 Common Shares issuable upon the exercise of all of the 1,250,000 Warrants currently held by Race Navigation. Race Navigation has the sole power to vote 0 Common Shares and the shared power to vote   1,362,500 Common Shares.  Race Navigation has the sole power to dispose of 0 Common Shares and the shared power to dispose of 1,362,500 Common Shares.

Tankers Family may be deemed to beneficially own 183,000 Common Shares, representing approximately 3.9% of the outstanding Common Shares. Tankers Family has the sole power to vote 0 Common Shares and the shared power to vote   183,000 Common Shares.  Tankers Family has the sole power to dispose of 0 Common Shares and the shared power to dispose of 183,000   Common Shares.

The Trust may be deemed to beneficially own 3,772,051 Common Shares, representing approximately 65.1% of the outstanding Common Shares. This percentage ownership is based on 5,793,899 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 4,681,399 Common Shares outstanding and (ii) 1,112,500 Common Shares issuable upon the exercise of all of the 1,250,000 Warrants currently held by Race Navigation. The Trustee of the Trust has the sole power to vote 0 Common Shares and the shared power to vote 3,772,051 Common Shares.  The Trustee of the Trust has the sole power to dispose of 0 Common Shares and the shared power to dispose of 3,772,051 Common Shares.

To the best knowledge of the Reporting Persons, none of the other persons named in response to this paragraph (a) have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the Common Shares that are the subject of the Schedule 13D/A and this Amendment No. 15. Voting and disposition of the Common Shares held by the Reporting Persons require the approval of the Trustee of the Trust.

(c.) Except for those transactions described herein, to the best knowledge of the Reporting Persons, no transactions in the Common Shares were effected by the persons enumerated in response to paragraph (a) during the past 60 days.

(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons.

(e.) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

To the best of the Reporting Persons' knowledge and except as described in this Amendment No. 15, there are no materials changes from the Schedule 13D/A filed with the Commission on September 12, 2016 .

Item 7.

Material to be Filed as Exhibits.

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.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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 Top Ships 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, and any amendments hereto, jointly on behalf of each such party.

TOP SHIPS INC.

1 VAS. SOFIAS & MEG.
ALEXANDROU STREET
151 24, MAROUSSI
ATHENS, GREECE

Race Navigation Inc.

11 Kanari Street

151 24 Athens, Greece

ATTN: Stylianos Giamanis

October 11, 2016

Ladies and Gentlemen:

Reference is made to that certain warrant agreement dated June 11, 2014 (the " Warrant Agreement ") by and among Top Ships Inc., a Marshall Islands corporation (the " Company ") and Race Navigation Inc., a Marshall Islands corporation (" Race Navigation "), under which Race Navigation purchased 1,250,000 warrants to purchase common shares, par value $0.01 of the Company.

Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Warrant Agreement.

WHEREAS , the Company's board of directors (the " Board ") deemed it in the best interest of the Company to waive the limitation on exercises under Section 1(f) of the Warrant Agreement with respect to Race Navigation; and

WHEREAS , on October 4, 2016 at the Annual Meeting of Shareholders, the Company's shareholders approved the Board's proposal to waive the limitation on exercises of Section 1(f) of the Warrant Agreement as it applies to Race Navigation.

NOW, THEREFORE , the parties hereto, intending to be legally bound, hereby agree as follows:

1.              The Company hereby waives the limitation on exercises under Section 1(f) of the Warrant Agreement with respect to Race Navigation.

2.              This letter agreement shall bind and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives.

3.              The terms and provisions of this letter agreement may only be modified or amended by a written instrument executed and delivered by the parties hereto.

4.              This letter agreement shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to the conflict of laws provisions thereof or of any other jurisdiction.

5.              Except as set forth in this letter agreement, all provisions of the Warrant Agreement shall remain unchanged and in full force and effect.

6.              This letter agreement may be executed by facsimile signatures and in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

[Signature Pages Follow]

Please acknowledge your agreement with the foregoing by signing and returning a copy of this letter to the undersigned.