Amended Statement of Beneficial Ownership (sc 13d/a)
January 14 2022 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
SEANERGY MARITIME HOLDINGS CORP.
|
(Name of Issuer)
|
|
COMMON SHARES
|
(Title of Class of Securities)
|
|
Y 73760301
|
(CUSIP Number)
|
|
Alastair Macdonald
|
Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Tel: (441) 295-5913
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
December 16, 2021
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(Date of Event which Requires Filing of this Statement)
|
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are
to be sent.
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*
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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 disclosures provided in a prior cover page.
|
The information required
on 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).
Schedule 13D
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CUSIP No.
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Y 73760301
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1
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NAMES OF REPORTING PERSONS
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|
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Jelco Delta Holding Corp. (“Jelco”)
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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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3
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SEC USE ONLY
|
|
|
|
|
|
|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|
|
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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|
|
|
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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Marshall Islands
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|
|
|
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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
|
|
|
0
|
|
|
|
|
8
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SHARED VOTING POWER
|
|
|
17,291,934 (1)
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|
|
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9
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SOLE DISPOSITIVE POWER
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|
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0
|
|
|
|
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10
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SHARED DISPOSITIVE POWER
|
|
|
17,291,934 (1)
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|
|
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
17,291,934 (1)
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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9.99% (see Item 4)
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|
|
|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
|
CO
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|
|
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(1)
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Jelco
owns (i) a convertible note that is convertible into up to 17,637,500 common shares, (ii) Class B warrants that are exercisable for up
to 113,970 common shares, and (iii) 4,856,550 common shares. However, the note and warrant are each subject to a 9.99% beneficial ownership
blocker. Therefore, the number included in the table above reflects the 4,856,550 common shares and such number of shares as would be
issuable upon conversion of the note and exercise of the warrant, respectively, after taking account of the beneficial ownership blockers
set forth therein.
|
Schedule 13D
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|
CUSIP No.
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Y 73760301
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Comet Shipholding Inc.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
WC
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Marshall Islands
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
3,440
|
|
|
|
|
9
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SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
3,440
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,440
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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0.0%
|
|
|
|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
|
Schedule 13D
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|
CUSIP No.
|
Y 73760301
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
Claudia Restis
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
Italy
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
17,291,934 (1)
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
17,291,934 (1)
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
17,291,934 (1)
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
9.99%
|
|
|
|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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IN
|
|
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|
|
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(1)
|
Claudia
Restis may be deemed to beneficially own 17,291,934 common shares of the Issuer through Jelco and 3,440 common shares of the Issuer through
Comet Shipholding Inc. (“Comet”), each through a revocable trust of which she is the sole beneficiary. The shares she may
be deemed to beneficially own through Jelco, which owns (i) a convertible note that is convertible into up to 17,637,500 common shares,
(ii) Class B warrants that are exercisable for up to 113,970 common shares, and (iii) 4,856,550 common shares. However, the
note and warrant are each subject to a 9.99% beneficial ownership blocker. Therefore, the number included in the table above reflects
the 4,856,550 common shares and such number of shares as would be issuable upon conversion of the note and exercise of the warrant, respectively,
after taking account of the beneficial ownership blockers set forth therein. contained in.
|
Schedule 13D
|
|
CUSIP No.
|
Y 73760301
|
|
INTRODUCTION
This
Amendment No. 25 to Schedule 13D further amends the Schedule 13D originally filed on March 12, 2015 by the Reporting Persons (as defined
in Item 2), to reflect the change in beneficial ownership of the Common Shares (as defined in Item 1), based on information provided by
the Issuer (as defined in Item 1) regarding an increase in the number of Common Shares outstanding.
ITEM 1.
|
Security and Issuer.
|
This
statement relates to the common shares, par value $0.0001 per share (“Common Shares”) issued by Seanergy Maritime Holdings
Corp., a Marshall Islands corporation (the “Issuer”), whose principal executive offices are located at 154 Vouliagmenis Avenue,
Glyfada 16674, Athens, Greece.
ITEM 2.
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Identity and Background.
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(a)
- (c), (f) This statement is being filed by each of the persons identified below (collectively the “Reporting Persons”):
Name
|
|
Address
|
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Jurisdiction of
Incorporation or
Place of Citizenship
|
|
Principal
Business
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Jelco Delta Holding Corp.
|
|
c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
|
|
Marshall Islands
|
|
Investments
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Comet Shipholding Inc.
|
|
c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
|
|
Marshall Islands
|
|
Investments
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Claudia Restis (1)
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|
c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
|
|
Italy
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Business and Philanthropy
|
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(1)
|
Claudia Restis is the beneficial owner of 100% of the capital
stock of each of the corporate Reporting Persons through a revocable trust of which she is the sole beneficiary.
|
(c)
Except as set forth herein, no other transactions in the common shares were effected by the persons enumerated in Item 2 during the past
60 days.
(d)
- (e) None of the Reporting Persons has, 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.
ITEM 3.
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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 14, 2021.
ITEM 4.
|
Purpose of Transaction.
|
(a)
- (b)
As
of January 14, 2022, Claudia Restis may be deemed to beneficially own 17,291,934 common shares of the Issuer through Jelco and 3,440
common shares of the Issuer through Comet, each through a revocable trust of which she is the sole beneficiary. The shares she may be
deemed to beneficially own through Jelco, which owns (i) a convertible note that is convertible into up to 17,637,500 common shares,
(ii) Class B warrants that are exercisable for up to 113,970 common shares, and (iii) 4,856,550 common shares. However, the note and
warrant are each subject to a 9.99% beneficial ownership blocker. Therefore, the number included in the table above reflects the 4,856,550
common shares and such number of shares as would be issuable upon conversion of the note and exercise of the warrant, respectively, after
taking account of the beneficial ownership blockers set forth therein.
ITEM 5.
|
Interest in Securities of the Issuer.
|
(a)
- (b) Based on information provided by the Issuer, the Issuer had 173,092,437 common shares outstanding as of January 14, 2022. Based
upon the foregoing, as of January 14, 2022, the Reporting Persons’ beneficial ownership is as set forth below:
|
|
Percentage of Shares
Beneficially
|
|
|
Voting
|
|
|
Dispositive
|
|
Name
|
|
Owned
|
|
|
Sole
|
|
|
Shared
|
|
|
Sole
|
|
|
Shared
|
|
Jelco Delta Holding Corp.
|
|
|
9.99
|
%
|
|
|
0
|
|
|
|
17,291,934
|
(1)
|
|
|
0
|
|
|
|
17,291,934
|
(1)
|
Comet Shipholding Inc.
|
|
|
0.0
|
%
|
|
|
0
|
|
|
|
3,440
|
|
|
|
0
|
|
|
|
3,440
|
|
Claudia Restis
|
|
|
9.99
|
%
|
|
|
0
|
|
|
|
17,291,934
|
(1)(2)
|
|
|
0
|
|
|
|
17,291,934
|
(1)(2)
|
|
(1)
|
Jelco
owns (i) a convertible note that is convertible into up to 17,637,500 common shares, (ii) Class B warrants that are exercisable for up
to 113,970 common shares, and (iii) 4,856,550 common shares. However, the note and warrant are each subject to a 9.99% beneficial
ownership blocker. Therefore, the number included in the table above reflects the 4,856,550 common shares and such number of shares as
would be issuable upon conversion of the note and exercise of the warrant, respectively, after taking account of the beneficial ownership
blockers set forth therein.
|
|
(2)
|
Claudia Restis may be deemed to beneficially own 17,291,934
common shares of the Issuer through Jelco and 3,440 common shares of the Issuer through Comet, each through a revocable trust of which
she is the sole beneficiary.
|
(c)
N/A
(d)
N/A
(e)
N/A
ITEM 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
There
are no material changes to Item 6 from the Schedule 13D/A filed with the Commission on April 14, 2021.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: January 14, 2022
|
JELCO DELTA HOLDING CORP.
|
|
|
|
By:
|
/s/ Alastair Macdonald
|
|
Name:
|
Alastair Macdonald
|
|
Title:
|
President
|
|
|
|
|
COMET SHIPHOLDING INC.
|
|
|
|
|
By:
|
/s/ Alastair Macdonald
|
|
Name:
|
Alastair Macdonald
|
|
Title:
|
President
|
|
|
|
|
/s/ Claudia Restis
|
|
Name: Claudia Restis
|
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