(Amendment No. 16)*
1.
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NAME OF REPORTING PERSONS
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Family Trading Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
8.
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SHARED VOTING POWER
1,355,816 (1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,355,816 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,355,816
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9% (2)
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14.
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TYPE OF REPORTING PERSON
CO
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(1) Represents 1,355,816 Common Shares (defined below) currently held by Family Trading Inc.
(2) See Item 5(a).
1.
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NAME OF REPORTING PERSONS
Sovereign Holdings Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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8.
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SHARED VOTING POWER
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492,048
(1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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492,048
(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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492,048
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.7% (2)
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14.
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TYPE OF REPORTING PERSON
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CO
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(1) Represents
492,048
Common Shares currently held by Sovereign Holdings Inc.
(2) See Item 5(a).
1.
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NAME OF REPORTING PERSONS
Epsilon Holdings Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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8.
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SHARED VOTING POWER
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221,687
(1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
|
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|
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|
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221,687
(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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221,687
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.9% (2)
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14.
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TYPE OF REPORTING PERSON
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CO
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(1) Represents
221,687
Common Shares currently held by Epsilon Holdings Inc.
(2) See Item 5(a).
1.
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NAME OF REPORTING PERSONS
Oscar Shipholding Ltd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Republic of the Marshall Islands
|
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
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8.
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SHARED VOTING POWER
|
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|
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157,000
(1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
|
|
|
|
|
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157,000
(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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157,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.8% (2)
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14.
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TYPE OF REPORTING PERSON
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CO
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(1) Represents
157,000
Common Shares currently held by Oscar Shipholding Ltd.
(2) See Item 5(a).
1.
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NAME OF REPORTING PERSONS
Race Navigation Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
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8.
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SHARED VOTING POWER
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1,362,500 (1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
|
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1,362,500 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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1,362,500
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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20.1% (2)
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14.
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TYPE OF REPORTING PERSON
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CO
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(1) Represents 250,000
C
ommon Shares currently held by Race Navigation Inc.
and 1,112,500 Common Shares issuable upon exercise of warrants currently held by Race Navigation Inc. See Item 3 below.
(2) See Item 5(a).
1.
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NAME OF REPORTING PERSONS
Tankers Family Inc.
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
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(a)
|
[X]
|
|
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(b)
|
[_]
|
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3.
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SEC USE ONLY
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
[_]
|
|
|
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6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Republic of the Marshall Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
|
8.
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SHARED VOTING POWER
|
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|
|
|
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183,000 (1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
|
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|
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183,000 (1)
|
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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183,000
|
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
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CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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3.2%
|
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14.
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TYPE OF REPORTING PERSON
|
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CO
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(1) Represents
183,000 C
ommon Shares currently held by Tankers Family Inc.
(2) See Item 5(a).
1.
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NAME OF REPORTING PERSONS
The Lax Trust
|
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
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(a)
|
[X]
|
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(b)
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[_]
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3.
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SEC USE ONLY
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Zealand
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
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8.
|
SHARED VOTING POWER
|
|
|
|
|
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3,772,051
(1)
|
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9.
|
SOLE DISPOSITIVE POWER
|
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0
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10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
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3,772,051
(1)
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
3,772,051
|
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
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CERTAIN SHARES
|
|
|
|
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
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55.5% (2)
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14.
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TYPE OF REPORTING PERSON
OO
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(1) The Lax Trust is an irrevocable trust established for the benefit of certain family members of Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Issuer. The Lax Trust may be deemed to own all of the outstanding shares of Family Trading Inc., Sovereign Holdings Inc., Epsilon Holdings Inc., Oscar Shipholding Ltd, Race Navigation Inc., and Tankers Family Inc., each a Marshall Islands corporation.
(2) See Item 5(a).
This Amendment No. 16 to Schedule 13D (this "
Amendment No. 16
")
amends and supplements the Schedule 13D/A (the "
Schedule 13D/A
") filed with the U.S. Securities and Exchange Commission (the "
Commission
") on behalf of Family Trading Inc. ("
Family Trading
"), Sovereign Holdings Inc. ("
Sovereign
"), Epsilon Holdings Inc. ("
Epsilon
"), Oscar Shipholding Ltd ("
Oscar
"), Race Navigation Inc. ("
Race Navigation
"), Tankers Family Inc. ("
Tankers Family
"), and the Lax Trust (the "
Trust
", and collectively, the "
Reporting Persons
") on October 11, 2016.
Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D/A filed with the Commission
on October 11, 2016
.
This Amendment No. 16 is being filed as a result of an increase in the number of outstanding Common Shares, par value $0.01 per share (the "Common Shares") of Top Ships Inc., a corporation incorporated in the Marshall Islands (the "Issuer") following the issuances of Common Shares in connection with exercises of the Issuer's outstanding warrants. As of November 22, 2016, the Issuer has issued an aggregate of 2,177,860 Common Shares in connection with the exercises of outstanding warrants, including 998,842 Common Shares that were issued between November 16, 2016 and November 22, 2016.
Item 1.
Security and Issuer
No material change from the Schedule 13D/A filed with the Commission
on October 11, 2016
.
Item 2.
Identity and Background.
No material change from the Schedule 13D/A filed with the Commission
on October 11, 2016
.
Item 3.
Source and Amount of Funds or Other Consideration.
No material change from the Schedule 13D/A filed with the Commission
on October 11, 2016
.
Item 4.
Purpose of Transaction
Item 4 is hereby amended and supplemented to add the following:
As of November 22, 2016,
the Issuer has issued an aggregate of 2,177,860 Common Shares in connection with the exercises of all other outstanding warrants, including 998,842 Common Shares that were issued between November 16, 2016 and November 22, 2016
.
Other than as set forth above, there are no other material changes from the Schedule 13D/A filed with the Commission on
October 11, 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 November 22, 2016, there were 5,680,241 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 23.9% 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 8.7% 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 3.9% 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 2.8% 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 20.1% of the outstanding Common Shares. This percentage ownership is based on 6,792,741 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 5,680,241 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 3.2% 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 55.5% of the outstanding Common Shares. This percentage ownership is based on 6,792,741 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 5,680,241 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 Item 2 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. 16. 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. 16, there are no materials changes from the Schedule 13D/A filed with the Commission
on October 11, 2016
.
Item 7.
Material to be Filed as Exhibits.
Item 7 is hereby supplemented to add the following:
Exhibit A
|
Joint Filing Undertaking.
|
|
|
Exhibit B
|
Form of Warrant Agreement (i
ncorporated by reference to the Issuer's Post-Effective Amendment No. 1 to the Registration Statement on Form F-1, filed with the Commission on May 9, 2016 (File No. 333-194690)).
|
|
|
Exhibit C
|
Waiver to Warrant Agreement (incorporated by reference to the Reporting Persons' Schedule 13D/A filed with the Commission on October 11, 2016).
|
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: November 29, 2016
|
FAMILY TRADING INC.
|
|
|
|
By:
|
/s/ Dimosthenis Eleftheriadis
|
|
Name:
|
Dimosthenis Eleftheriadis
|
|
Title:
|
President/Director
|
|
|
|
|
|
|
|
SOVEREIGN HOLDINGS INC.
|
|
|
|
By:
|
/s/ Annita Hadjipaschali
|
|
Name:
|
Annita Hadjipaschali
|
|
Title:
|
President / Director
|
|
|
|
|
|
|
OSCAR SHIPHOLDING LTD
|
|
|
|
By:
|
/s/ Pinelopi Platsouka
|
|
Name:
|
Pinelopi Platsouka
|
|
Title:
|
Vice President / Secretary
|
|
|
|
|
|
|
|
EPSILON HOLDINGS INC.
|
|
|
|
By:
|
/s/ Dimosthenis Eleftheriadis
|
|
Name:
|
Dimosthenis Eleftheriadis
|
|
Title:
|
President/Treasurer/Director
|
|
|
|
|
|
|
|
RACE NAVIGATION INC.
|
|
|
|
By:
|
/s/ Stylianos Giamanis
|
|
Name:
|
Stylianos Giamanis
|
|
Title:
|
President/Treasurer/Director
|
|
|
|
|
TANKERS FAMILY INC.
|
|
|
|
By:
|
/s/ Dimosthenis Eleftheriadis
|
|
Name:
|
Dimosthenis Eleftheriadis
|
|
Title:
|
Vice President / Secretary
|
|
|
|
|
|
|
|
THE LAX TRUST
|
|
|
|
NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee
|
|
|
|
By:
|
/s/ Karen Marshall
|
|
Name:
|
Karen Marshall
|
|
Title:
|
Director
|
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT A
JOINT FILING UNDERTAKING
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.
Dated: November 29, 2016
|
FAMILY TRADING INC.
|
|
|
|
By:
|
/s/ Dimosthenis Eleftheriadis
|
|
Name:
|
Dimosthenis Eleftheriadis
|
|
Title:
|
President / Director
|
|
|
|
|
|
SOVEREIGN HOLDINGS INC.
|
|
|
|
By:
|
/s/ Annita Hadjipaschali
|
|
Name:
|
Annita Hadjipaschali
|
|
Title:
|
President / Director
|
|
|
|
|
|
|
OSCAR SHIPHOLDING LTD
|
|
|
|
By:
|
/s/ Pinelopi Platsouka
|
|
Name:
|
Pinelopi Platsouka
|
|
Title:
|
Vice President / Secretary
|
|
|
|
|
|
|
|
EPSILON HOLDINGS INC.
|
|
|
|
By:
|
/s/ Dimosthenis Eleftheriadis
|
|
Name:
|
Dimosthenis Eleftheriadis
|
|
Title:
|
President/Treasurer/Director
|
|
|
|
|
|
|
|
RACE NAVIGATION INC.
|
|
|
|
By:
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/s/ Stylianos Giamanis
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Name:
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Stylianos Giamanis
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Title:
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President/Treasurer/Director
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TANKERS FAMILY INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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Vice President / Secretary
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THE LAX TRUST
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NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee
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By:
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/s/ Karen Marshall
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Name:
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Karen Marshall
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Title:
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Director
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