DCIX Performance Shipping Inc

 

 

(1) Represents 22,792 Common Shares (defined below) currently held by the Reporting Person (defined below).

(2) On May 30, 2017, the Issuer (defined below) issued 100 shares of Series C Preferred Stock to the Reporting Person.  The Series C Preferred Stock is entitled to vote with the Common Shares of the Issuer, and each share of the Series C Preferred Stock entitles the holder thereof to up to 250,000 votes, subject to a cap such that the aggregate voting power of any holder of Series C Preferred Stock together with its affiliates does not exceed 49.0%.  See Item 6.

Explanatory Note

 

The purpose of this Amendment No. 5 to the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "Commission") on June 27, 2011, as subsequently amended, is to report a decrease in the percentage of Common Shares (defined below) of the Issuer (defined below) beneficially owned by the Reporting Person (defined below), due to the change in the number of Common Shares outstanding as a result of the issuance and sale of Common Shares by the Issuer. In addition, share numbers reported in this Amendment No. 5 reflect the one-for-seven reverse stock split effected by the Issuer on July 5, 2017 and the one-for-six reverse stock split effected by the Issuer on July 27, 2017, unless otherwise indicated.

 

Item 1. Security and Issuer.

This Amendment No. 5 to Schedule 13D relates to shares of common stock, par value $0.01 per share ( including related preferred stock purchase rights) (the "Common Shares") of Diana Containerships Inc., a Marshall Islands corporation (the "Issuer") . The principal executive office and mailing address of the Issuer is Pendelis 18, 175 64 Palaio Faliro, Athens, Greece.

Item 2. Identity and Background.

This Amendment No. 5 to the Schedule 13D is being filed on behalf of Diana Shipping Inc. (the "Reporting Person").

The name, citizenship, residence or business address, present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted of each executive officer and director of the Reporting Person is set forth below.  Unless otherwise indicated, the present principal occupation of each person is with the Reporting Person.  If no business address is given, the director's or executive officer's business address is Pendelis 16, 175 64 Palaio Faliro, Athens, Greece.

To the best of the Reporting Person's knowledge, none of the persons listed in Item 2 have, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Other than as described above, there are no material changes to Item 2 from the Schedule 13D/A filed with the Commission on April 20, 2017.

Item 3.   Source and Amount of Funds or Other Consideration.

There are no material changes to Item 3 from the Schedule 13D/A filed with the Commission on April 20, 2017.

Item 4. Purpose of Transaction.  

There are no material changes to Item 4 from the Schedule 13D/A filed with the Commission on April 20, 2017.

Item 5. Interest in Securities of the Issuer.

 

(a. and b.) According to information provided by the Issuer, as of July 28, 2017 the Issuer had 2,861,985 Common Shares outstanding. Based on the foregoing, the following persons report beneficial ownership of the following Common Shares:

 

The Reporting Person may be deemed to beneficially own 22,792 Common Shares, representing approximately 0.8% of the outstanding Common Shares.  The Reporting Person has the sole power to vote 22,792 Common Shares and the shared power to vote 0 Common Shares.  The Reporting Person has the sole power to dispose of 22,792 Common Shares and the shared power to dispose of 0 Common Shares.  The Reporting Person also beneficially owns 100 shares of Series C Preferred Stock of the Issuer.  The Series C Preferred Stock is entitled to vote with the Common Shares of the Issuer, and each share of the Series C Preferred Stock entitles the holder thereof to up to 250,000 votes, subject to a cap such that the aggregate voting power of any holder of Series C Preferred Stock together with its affiliates does not exceed 49.0%.  See Item 6.

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 this Schedule 13D.

(c.)  The following transactions in the Common Shares were effected by the person named in response to paragraph (a) above during the past 60 days.

(1) Share numbers presented in the above table do not reflect the one-for-six reverse stock split effected by the Issuer on July 27, 2017.

(2) Shares were sold in open market transactions. 

(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 Person.

(e.) The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Shares on July 14, 2017.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect   to Securities of the Issuer.

On May 30, 2017, the Issuer issued 100 shares of its newly-designated Series C Preferred Stock, par value $0.01 per share, to the Reporting Person in exchange for a reduction of $3.0 million in the principal amount of the Issuer's outstanding loan with the Reporting Person.  The Series C Preferred Stock has no dividend or liquidation rights. The Series C Preferred Stock is entitled to vote with the Common Shares of the Issuer, and each share of the Series C Preferred Stock entitles the holder thereof to up to 250,000 votes, subject to a cap such that the aggregate voting power of any holder of Series C Preferred Stock together with its affiliates does not exceed 49.0%, on all matters submitted to a vote of the stockholders of the Issuer.  The issuance of shares of Series C Preferred Stock to the Reporting Person was approved by an independent committee of the Board of Directors of the Issuer, which received a fairness opinion from independent third parties that the transaction was fair from a financial point of view to the Issuer, and the acquisition of shares of Series C Preferred Stock was approved by an independent committee of the Board of Directors of the Reporting Person.

Except as described above, there are no material changes to Item 6 from the Schedule 13D/A filed with the Commission on April 20, 2017.

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.

Dated: July 31, 2017

DIANA SHIPPING INC.