(Amendment No. 16)
1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Friends Investment Company 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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[_]
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(b)
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[_]
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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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7.
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SOLE VOTING POWER
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3,757,695
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9.
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SOLE DISPOSITIVE POWER
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3,757,695
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10.
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SHARED DISPOSITIVE POWER
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[_]
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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3,757,695
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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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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.6%
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14.
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TYPE OF REPORTING PERSON*
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CO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Preferred Friends Investment Company 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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[_]
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(b)
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[_]
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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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7.
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SOLE VOTING POWER
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611,640
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9.
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SOLE DISPOSITIVE POWER
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611,640
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10.
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SHARED DISPOSITIVE POWER
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[_]
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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611,640
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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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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.2%*
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14.
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TYPE OF REPORTING PERSON*
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CO
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* As adjusted for authorized Common Shares not yet issued that are
beneficially owned by Preferred Friends Investment Company Inc.
CUSIP NO. Y23592309
This Schedule 13D is Amendment No. 16 with respect to Friends
Investment Company Inc. and Amendment No. 7 with respect to Preferred Friends Investment Company Inc.
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Item 1.
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Security and Issuer
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The class of equity security to which this
statement relates is the Common Shares, $0.03 par value (the "Common Shares"), of Euroseas Ltd., a Marshall Islands corporation
(the "Issuer"). The address of the principal executive office of the Issuer is 4 Messogiou & Evropis St., 151 24
Maroussi, Greece.
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Item 2.
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Identity and Background
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(a),(f)
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The persons filing this statement are Friends Investment Company Inc., a Marshall Islands corporation
(“Friends Investment Company”), and Preferred Friends Investment Company Inc., a Marshall Islands corporation (“Preferred
Friends Investment Company”, and together with Friends Investment Company, the "Reporting Persons").
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(b)
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The address of the principal place of business of Friends Investment Company and Preferred Friends
Investment Company is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece.
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(b),(c)
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The principal business of the Reporting Persons is acting as shipping investment holding companies.
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The name, citizenship, present principal
occupation or employment and business address of each executive officer and director of Friends Investment Company is set forth
below. The business address of each director and executive officer is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece.
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Aristides P. Pittas
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President, Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as Vice Chairman of the Issuer.
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Aristides J. Pittas
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Vice President/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as Chairman, CEO and President of the Issuer and President of Eurobulk Ltd.
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Nikolaos J. Pittas
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Treasurer/Secretary/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as the financial manager of Eurobulk Ltd.
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Emmanuel J. Pittas
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Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as vice president of Eurobulk Ltd.
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The name, citizenship, present principal occupation
or employment and business address of each executive officer and director of Preferred Friends Investment Company is set forth
below. The business address of each director and executive officer business is 4 Messogiou & Evropis St., 151 24 Maroussi,
Greece.
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Aristides J. Pittas
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President/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as Chairman, CEO and President of the Issuer and President of Eurobulk Ltd.
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Nikolaos J. Pittas
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Vice President/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as the financial manager of Eurobulk Ltd.
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Stephania J. Karmiri
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Treasurer/Secretary/Director
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Ms. Karmiri is a citizen of Greece. Her principal occupation is serving as the corporate secretary and administration manager of Eurobulk Ltd..
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(d),(e)
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None of the Reporting Persons, nor any manager or executive officer of the Reporting Persons, has,
during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) 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 violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The source of funds for the purchases
of the 3,757,695 Common Shares directly owned by Friends Investment Company came from its working capital. No borrowed funds were
used to purchase the Common Shares, other than any borrowed funds used for working capital purposes in the ordinary course of
business.
The source of funds for the purchase
of the 611,640 Common Shares beneficially owned by Preferred Friends Investment Company pursuant to the “PIPE Transaction”
(as described in Item 4 of the Schedule 13D/A filed with respect to the Issuer on August 18, 2014) came from its working capital.
No borrowed funds were used to purchase the Common Shares, other than any borrowed funds used for working capital purposes in the
ordinary course of business.
The other persons named in response
to Item 2 hold the following number of Common Shares in their accounts, which they received pursuant to the Issuer's Stock
Incentive Plan and pursuant to certain rights offerings to shareholders of the Issuer:
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Vested/Purchased Pursuant to a Rights Offering
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Unvested
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Aristides P. Pittas
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0
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6,885
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Aristides J. Pittas
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7,425
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25,245
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Nikolaos J. Pittas
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21,686
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6,885
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Emmanuel
J. Pittas
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36,388
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6,885
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Item 4.
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Purpose of Transaction
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The Reporting Persons have acquired
their Common Shares of the Issuer for investment. The Reporting Persons evaluate their investment in the Common Shares on a continual
basis. The Reporting Persons are filing this Schedule 13D/A to report a change in their beneficial ownership percentage of the
Shares, as indicated in Item 5 below.
Aristides J. Pittas, who serves as
the Vice President and as a Director of Friends Investment Company, and who also serves as the President as a Director of Preferred
Friends Investment Company, is the Chairman, President, Chief Executive Officer and a Class A Director of the Issuer. Aristides
P. Pittas, who serves as the President and as a Director of Friends Investment Company, is the Vice Chairman and a Class A Director
of the Issuer.
Moreover, since certain persons serving
as directors and officers for Preferred Friends Investment Company also serve in similar capacities for Friends Investment Company,
Preferred Friends Investment Company and Friends Investment Company may be deemed to be affiliates of each other for purposes of
reporting on Schedule 13D. As such, each Reporting Person may be deemed to beneficially own the Common Shares of the other Reporting
Person.
Except as set forth above, the Reporting
Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors, the Reporting Persons may in the future take such actions with respect to their investment in the
Issuer as they deem appropriate including, without limitation, purchasing additional Common Shares, selling some or all of their
Common Shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Shares or changing
its intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer
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(a)-(d)
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As of the date hereof, Friends Investment Company may be deemed to be the beneficial owner of 3,757,695
Common Shares, constituting 33.6% of the Common Shares, based upon 11,177,892 Common Shares outstanding. Friends Investment
Company has the sole power to vote or direct the vote of 3,757,695 Common Shares and the shared power to vote or direct the vote
of 0 Common Shares. Friends Investment Company has the sole power to dispose or direct the disposition of 3,757,695 Common Shares
and the shared power to dispose or direct the disposition of 0 Common Shares.
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As of the date hereof, Preferred
Friends Investment Company may be deemed to be the beneficial owner of 611,640 Common Shares, constituting 5.2% of the Common
Shares, based upon 11,789,532 Common Shares outstanding as adjusted for authorized Common Shares not yet issued that are beneficially
owned by Preferred Friends Investment Company. Preferred Friends Investment Company has the sole power to vote or direct the vote
of 611,640 Common Shares and the shared power to vote or direct the vote of 0 Common Shares. Preferred Friends Investment Company
has the sole power to dispose or direct the disposition of 611,640 Common Shares and the shared power to dispose or direct the
disposition of 0 Common Shares. The 611,640 Common Shares beneficially owned by Preferred Friends Investment Company are beneficially
owned pursuant to the PIPE Transaction (as further described in Item 4 of the Schedule 13D/A filed with respect to the Issuer
on August 18, 2014), a privately negotiated transaction.
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 Shares that are the subject of this Statement.
There have been no purchases or
sales of the Common Shares during the past 60 days by Preferred Friends Investment Company.
The transactions by Friends Investment
Company in the Common Shares during the past sixty days are set forth on Exhibit B.
(e) N/A
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Except for the Securities Purchase
Agreement and the Statement of Designation of the Rights, Preferences and Privileges of Series B Convertible Perpetual Preferred
Shares of Euroseas Ltd., which are described in Item 4 of the Schedule 13D/A filed with respect to the Issuer on August 18, 2014
and attached as exhibits thereto, Preferred Friends Investment Company does not have any contract, arrangement, understanding or
relationship with any person with respect to securities of the Issuer.
Friends Investment Company does
not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions
in the Common Shares by Friends Investment Company
SIGNATURES
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.
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October 11, 2017
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(Date)
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Friends Investment Company Inc.
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By:
/s/ Aristides
J. Pittas
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Name: Aristides J. Pittas
Title: Vice President
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Preferred Friends Investment Company Inc.
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By:
/s/ Aristides J. Pittas
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Name: Aristides J. Pittas
Title: President
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Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that
this Amendment No. 16 to Schedule 13D, dated October 11, 2017, relating to the Common Shares, $0.03 par value, of Euroseas Ltd.
shall be filed on behalf of the undersigned.
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October 11, 2017
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(Date)
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Friends Investment Company Inc.
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By: /
s/ Aristides J. Pittas
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Name: Aristides J. Pittas
Title: Vice President
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Preferred Friends Investment Company Inc.
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By:
/s/ Aristides J. Pittas
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Name: Aristides J. Pittas
Title: President
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Exhibit B
SCHEDULE OF TRANSACTIONS IN COMMON SHARES
BY FRIENDS INVESTMENT COMPANY INC.
Schedule of Transactions in Common Shares
by Friends Investment Company Inc.
Date of
Transaction
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Title of Class
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Number of
Common Shares
Acquired
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Number of
Common Shares
Disposed
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Price Per
Common
Share
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05/26/17
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Common Shares, $0.03 par value
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12*
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N/A
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$1.25
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06/22/17
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Common Shares, $0.03 par value
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71,991**
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N/A
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N/A
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06/22/17
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Common Shares, $0.03 par value
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33,334**
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N/A
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N/A
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10/03/17
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Common Shares, $0.03 par value
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68,600*
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N/A
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$1.79
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10/04/17
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Common Shares, $0.03 par value
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70,000*
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N/A
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$1.88
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10/04/17
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Common Shares, $0.03 par value
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61,400*
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N/A
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$1.997
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*
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These Common Shares were acquired in an open market transaction.
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**
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These Common Shares were acquired pursuant to a transaction in which a company merged
its shares with Friends Investment Company Inc.
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