(Amendment No. 2)*
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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150,551
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9.
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SOLE DISPOSITIVE POWER
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150,551
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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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150,551
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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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6.7%
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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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Friends Dry 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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717,629
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9.
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SOLE DISPOSITIVE POWER
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717,629
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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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717,629
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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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31.8%
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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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Family United Navigation Co.
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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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247,588
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9.
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SOLE DISPOSITIVE POWER
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247,588
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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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247,588
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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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10.98%
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14.
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TYPE OF REPORTING PERSON*
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CO
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CUSIP NO. Y23508107
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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, $0.01 par value (the "Common Shares"), of EuroDry 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”), Friends Dry Investment Company Inc., a Marshall Islands corporation (“Friends
Dry Investment Company”) and Family United Navigation Co., a Marshall Islands corporation (“Family United Navigation”
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 both Friends Investment Company and Friends Dry
Investment Company is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece.
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The address of the principal place
of business of Family United Navigation is Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro MH96960, Marshall Islands.
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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 both Friends Investment Company and Friends
Dry 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 Family United Navigation is set forth below.
If no business address is given, the director's or executive officer's address is 4 Messogiou & Evropis St., 151 24 Maroussi,
Greece.
Pantelis Pittas
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President/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as Chartering Manager of Eurobulk, Ltd.
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Aristides P. Pittas
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Secretary/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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Eleni Pitta
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Treasurer/Director
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Ms. Pitta is a citizen of Greece. Her principal occupation is serving as an employee in Administration at Eurobulk Ltd.
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Despoina Pitta
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Director
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Ms. Pitta is a citizen of Greece. Her principal occupation is serving on the board of directors of P. Pappas and A. Pittas OE.
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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
150,551 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 purchases of the
717,629 Common Shares directly owned by Friends Dry 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 purchases of the
247,588 Common Shares directly owned by Family United Navigation pursuant to the Spin-Off Distribution 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 of the Issuer in their accounts:
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Vested
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Unvested
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Aristides P. Pittas
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608
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1,094
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Aristides J. Pittas
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11,816
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6,238
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Item 4.
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Purpose of Transaction
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The Reporting Persons acquired their Common
Shares and the Series B Preferred Shares, as applicable, for investment and are filing this Schedule 13D/A to report a change in
their respective beneficial ownership percentages of the Common Shares, as indicated in Item 5 below.
Aristides J. Pittas, who serves as the Vice
President and as a Director of both Friends Investment Company and Friends Dry 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 both Friends Investment Company and Friends Dry Investment Company and as the Secretary and a Director of Family United Navigation,
is the Vice Chairman and a Class A Director of the Issuer.
Moreover, since certain persons serving as
directors and officers for Friends Investment Company and Friends Dry Investment Company also serve in similar capacities for Family
United Navigation, the Reporting Persons 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 150,551
Common Shares, constituting 6.7% of the Common Shares, based upon 2,254,825 Common Shares outstanding. Friends Investment Company
has the sole power to vote or direct the vote of 150,551 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 150,551 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, Friends Dry
Investment Company may be deemed to be the beneficial owner of 717,629 Common Shares, constituting 31.8% of the Common Shares,
based upon 2,254,825 Common Shares outstanding. Friends Dry Investment Company has the sole power to vote or direct the vote of
717,629 Common Shares and the shared power to vote or direct the vote of 0 Common Shares. Friends Dry Investment Company has the
sole power to dispose or direct the disposition of 717,629 Common Shares and the shared power to dispose or direct the disposition
of 0 Common Shares.
As of the date hereof, Family United
Navigation may be deemed to be the beneficial owner of 247,588 Common Shares, constituting 10.98% of the Common Shares, based upon
2,254,825 Common Shares outstanding. Family United Navigation has the sole power to vote or direct the vote of 247,588 Common Shares
and the shared power to vote or direct the vote of 0 Common Shares. Family United Navigation has the sole power to dispose or direct
the disposition of 247,588 Common Shares and the shared power to dispose or direct the disposition of 0 Common Shares.
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/A.
The transactions by Family United
Navigation in the Common Shares during the past 60 days are set forth on Exhibit B.
The transactions by Friends Investment
Company in the Common Shares during the past 60 days are set forth on Exhibit C.
The transactions by Friends Dry
Investment Company in the Common Shares during the past 60 days are set forth on Exhibit D.
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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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The information set forth in
Item 4 above is incorporated by reference in its entirety in this Item 6. In addition, the information set forth in Item 4 and
Item 6 of the Schedule 13D filed with the Securities and Exchange Commission in respect of the Issuer on September 26, 2018 by
the Reporting Persons are incorporated herein by reference.
Other than as set forth above,
the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to 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 Family United Navigation
Exhibit C: Schedule of Transactions in the
Common Shares by Friends Investment Company
Exhibit D: Schedule of Transactions in the
Common Shares by Friends Dry 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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December 19, 2018
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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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Friends Dry Investment Company Inc.
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By:
/s/ Aristides J. Pittas
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Name: Aristides J. Pittas
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Title: Vice President
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Family United Navigation Co.
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By:
/s/ Pantelis Pittas
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Name: Pantelis Pittas
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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. 2 to Schedule 13D, dated December 19, 2018, relating to the Common Shares, $0.01 par value, of EuroDry Ltd.
shall be filed on behalf of the undersigned.
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December 19, 2018
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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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Friends Dry Investment Company Inc.
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By:
/s/ Aristides J. Pittas
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Name: Aristides J. Pittas
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Title: Vice President
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Family United Navigation Co.
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By:
/s/ Pantelis Pittas
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Name: Pantelis Pittas
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Title: President
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Exhibit B
SCHEDULE OF TRANSACTIONS IN COMMON SHARES
BY FAMILY UNITED NAVIGATION CO.
Schedule of Transactions in Common Shares
by Family United Navigation Co.*
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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11/20/18
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Common Shares, $0.01 par value
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4,800
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N/A
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$9.70
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11/20/18
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Common Shares, $0.01 par value
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5,800
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N/A
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$9.65
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11/23/18
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Common Shares, $0.01 par value
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1,531
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N/A
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$9.78
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11/26/18
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Common Shares, $0.01 par value
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6,000
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N/A
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$9.95
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11/29/18
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Common Shares, $0.01 par value
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340
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N/A
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$9.12
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12/04/18
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Common Shares, $0.01 par value
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5,200
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N/A
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$9.08
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12/06/18
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Common Shares, $0.01 par value
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5,500
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N/A
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$8.95
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12/06/18
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Common Shares, $0.01 par value
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6,500
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N/A
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$8.95
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12/11/18
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Common Shares, $0.01 par value
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2,861
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N/A
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$9.02
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12/12/18
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Common Shares, $0.01 par value
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3,639
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N/A
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$9.02
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12/12/18
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Common Shares, $0.01 par value
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2,054
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N/A
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$9.00
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* All of the reported transactions
were open market transactions.
Exhibit C
SCHEDULE OF TRANSACTIONS IN COMMON SHARES
BY FRIENDS INVESTMENT COMPANY
Schedule of Transactions in Common Shares
by Friends Investment Company
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
|
Price Per
Common
Share
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12/03/18
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Common Shares, $0.01 par value
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3,000
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N/A
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$8.97*
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12/03/18
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Common Shares, $0.01 par value
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3,000
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N/A
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$8.99*
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12/04/18
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Common Shares, $0.01 par value
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3,000
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N/A
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$8.90*
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12/04/18
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Common Shares, $0.01 par value
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3,000
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N/A
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$8.99*
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12/04/18
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Common Shares, $0.01 par value
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2,000
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N/A
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$8.84*
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12/04/18
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Common Shares, $0.01 par value
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2,000
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N/A
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$8.75*
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12/04/18
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Common Shares, $0.01 par value
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1,000
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N/A
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$8.84*
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12/06/18
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Common Shares, $0.01 par value
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4,930
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N/A
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$8.41*
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12/10/18
|
Common Shares, $0.01 par value
|
N/A
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705,629
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N/A**
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*
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Transactions were open market transactions.
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**
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Transaction was a private transaction between affiliated entities.
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Exhibit D
SCHEDULE OF TRANSACTIONS IN COMMON SHARES
BY FRIENDS DRY INVESTMENT COMPANY
Schedule of Transactions in Common Shares
by Friends Dry Investment Company
Date of
Transaction
|
Title of Class
|
Number of
Common Shares
Acquired
|
Number of
Common Shares
Disposed
|
Price Per
Common
Share
|
|
|
|
|
|
12/07/18
|
Common Shares, $0.01 par value
|
2,000
|
N/A
|
$8.97*
|
12/10/18
|
Common Shares, $0.01 par value
|
705,629
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N/A
|
N/A**
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12/17/18
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Common Shares, $0.01 par value
|
2,000
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N/A
|
$8.60*
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12/17/18
|
Common Shares, $0.01 par value
|
2,000
|
N/A
|
$8.75*
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12/17/18
|
Common Shares, $0.01 par value
|
4,000
|
N/A
|
$8.65*
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12/17/18
|
Common Shares, $0.01 par value
|
2,000
|
N/A
|
$9.05*
|
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*
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Transactions were open market transactions.
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**
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Transaction was a private transaction between affiliated entities.
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