Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 5:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
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Top Ships, Inc.
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(Name of Issuer)
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Common Stock, $0.01 par value per share
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(Title of Class of Securities)
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Y8897Y701
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(CUSIP Number)
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December 31,
2017
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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a.
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¨
Rule 13d-1(b)
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b.
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x
Rule 13d-1(c)
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c.
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¨
Rule 13d-1(d)
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*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).
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1.
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Names of Reporting Persons.
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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.
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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.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Bermuda
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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1,100,000 shares of Common Stock
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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1,100,000 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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1,100,000 shares of Common Stock (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
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1.23%
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12.
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Type of Reporting Person (See Instructions)
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OO
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1.
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Names of Reporting Persons.
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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.
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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.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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1,100,000 shares of Common Stock
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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1,100,000 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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1,100,000 shares of Common Stock (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
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1.23%
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12.
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Type of Reporting Person (See Instructions)
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HC
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only)
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Acuitas Group Holdings, LLC
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2.
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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.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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California
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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1,100,000 shares of Common Stock
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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1,100,000 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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1,100,000 shares of Common Stock (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
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1.23%
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12.
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Type of Reporting Person (See Instructions)
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HC
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1.
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Names of Reporting Persons.
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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.
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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.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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1,100,000 shares of Common Stock
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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1,100,000 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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1,100,000 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent of Class Represented by Amount in Row (9)
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1.23%
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12.
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Type of Reporting Person (See Instructions)
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IN
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This Amendment No. 1
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 November 9, 2017, 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.
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 1,100,000 shares of Common Stock
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(b)
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Percent of class: 1.23%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct
the vote: 0
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(ii)
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Shared power to vote or
direct the vote: 1,100,000 shares of Common Stock
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(iii)
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Sole power to dispose or
to direct the disposition of: 0
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(iv)
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Shared power to dispose
or to direct the disposition of: 1,100,000 shares of Common Stock
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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
þ
.
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.
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 14, 2018
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CREDE CG III, LTD
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By:
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/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:
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/s/ Terren S. Peizer
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Terren S. Peizer, Managing Member
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ACUITAS GROUP HOLDINGS, LLC
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By:
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/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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