You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Family Trading Inc | 0 | 2,203,869 | 0 | 2,203,869 | 2,203,869 | 14.3% |
Sovereign Holdings Inc | 0 | 492,048 | 0 | 492,048 | 492,048 | 3.2% |
Epsilon Holdings Inc | 0 | 221,687 | 0 | 221,687 | 221,687 | 1.4% |
Oscar Shipholding Ltd | 0 | 157,000 | 0 | 157,000 | 157,000 | 1.0% |
Race Navigation Inc | 0 | 4,350,000 | 0 | 4,350,000 | 4,350,000 | 22.4% |
Tankers Family Inc | 0 | 183,000 | 0 | 183,000 | 183,000 | 1.2% |
The Lax Trust | 0 | 7,607,604 | 0 | 7,607,604 | 7,607,604 | 39.0% |
Page 1 of 14 – SEC Filing
TOP SHIPS INC. |
(Name of Issuer) |
Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
Y8897Y156 |
(CUSIP Number) |
George Economou G.C. Economou & Associates 11 Kanari Street 106 71 Athens, Greece 011 (30) 210 364 0030 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
March 27, 2017 |
(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 §§ 240.13d-1(e), 240.13d‑1(f) or 240.13d-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. |
* 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). |
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Page 2 of 14 – SEC Filing
CUSIP No. | Y8897Y156 |
1. | NAME OF REPORTING PERSONS | |
Family Trading Inc. |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
(a) | [X] | ||
(b) | [_] | ||
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Republic of the Marshall Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER 0 |
8. | SHARED VOTING POWER 2,203,869 (1) |
9. | SOLE DISPOSITIVE POWER 0 |
10. | SHARED DISPOSITIVE POWER 2,203,869 (1) |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,203,869 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% (2) |
14. | TYPE OF REPORTING PERSON CO |
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Page 3 of 14 – SEC Filing
CUSIP No. | Y8897Y156 |
1. | NAME OF REPORTING PERSONS Sovereign Holdings Inc. |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
(a) | [X] | ||
(b) | [_] | ||
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS | |
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Republic of the Marshall Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
492,048 (1) |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | ||
492,048 (1) |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
492,048 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
3.2% (2) |
14. | TYPE OF REPORTING PERSON | |
CO |
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Page 4 of 14 – SEC Filing
CUSIP No. | Y8897Y156 |
1. | NAME OF REPORTING PERSONS Epsilon Holdings Inc. |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
(a) | [X] | ||
(b) | [_] | ||
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS | |
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Republic of the Marshall Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
221,687 (1) |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | ||
221,687 (1) |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
221,687 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
1.4% (2) |
14. | TYPE OF REPORTING PERSON | |
CO |
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Page 5 of 14 – SEC Filing
CUSIP No. | Y8897Y156 |
1. | NAME OF REPORTING PERSONS Oscar Shipholding Ltd |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
(a) | [X] | ||
(b) | [_] | ||
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS | |
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Republic of the Marshall Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
157,000 (1) |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | ||
157,000 (1) |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
157,000 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
1.0% (2) |
14. | TYPE OF REPORTING PERSON | |
CO |
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Page 6 of 14 – SEC Filing
CUSIP No. | Y8897Y156 |
1. | NAME OF REPORTING PERSONS Race Navigation Inc. |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
(a) | [X] | ||
(b) | [_] | ||
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS | |
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Republic of the Marshall Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
4,350,000(1) |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | ||
4,350,000(1) |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
4,350,000 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
22.4% (2) |
14. | TYPE OF REPORTING PERSON | |
CO |
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Page 7 of 14 – SEC Filing
CUSIP No. | Y8897Y156 |
1. | NAME OF REPORTING PERSONS Tankers Family Inc. |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
(a) | [X] | ||
(b) | [_] | ||
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS | |
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Republic of the Marshall Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
183,000 (1) |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | ||
183,000 (1) |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
183,000 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
1.2% (2) |
14. | TYPE OF REPORTING PERSON | |
CO |
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Page 8 of 14 – SEC Filing
CUSIP No. | Y8897Y156 |
1. | NAME OF REPORTING PERSONS The Lax Trust |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
(a) | [X] | ||
(b) | [_] |
3. | SEC USE ONLY |
4. | SOURCE OF FUNDS | |
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
New Zealand |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER | |
0 |
8. | SHARED VOTING POWER | |
7,607,604 (1) |
9. | SOLE DISPOSITIVE POWER | |
0 |
10. | SHARED DISPOSITIVE POWER | ||
7,607,604(1) |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
7,607,604 |
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
39.0% (2) |
14. | TYPE OF REPORTING PERSON OO |
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Page 9 of 14 – SEC Filing
Item 1. | Security and Issuer |
15124 Maroussi
Greece
Item 2. | Identity and Background. |
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Page 10 of 14 – SEC Filing
Item 3. | Source and Amount of Funds or Other Consideration. |
a. | the price per share issued upon an equity offering of the Issuer; |
b. | the exercise price of warrants or options for Common Shares; |
c. | the conversion price of any convertible security into Common Shares; or |
d. | the implied exchange price of the Common Shares pursuant to an asset to equity or liability to equity swap, |
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Page 11 of 14 – SEC Filing
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer. |
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Page 12 of 14 – SEC Filing
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit A | Joint Filing Undertaking. |
Exhibit B | Amended Family Trading Credit Facility (incorporated by reference to the Reporting Persons’ Schedule 13D/A filed with the Commission on March 1, 2017). |
Exhibit C | Form of Warrant Agreement (incorporated by reference to the Issuer’s Post-Effective Amendment No. 1 to the Registration Statement on Form F-1, filed with the Commission on May 9, 2016 (File No. 333-194690)) |
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Page 13 of 14 – SEC Filing
Dated: March 29, 2017 | FAMILY TRADING INC. | ||
By: | /s/ Dimosthenis Eleftheriadis | ||
Name: | Dimosthenis Eleftheriadis | ||
Title: | President/Director | ||
SOVEREIGN HOLDINGS INC. | |||
By: | /s/ Annita Hadjipaschali | ||
Name: | Annita Hadjipaschali | ||
Title: | President / Director | ||
OSCAR SHIPHOLDING LTD | |||
By: | /s/ Pinelopi Platsouka | ||
Name: | Pinelopi Platsouka | ||
Title: | Vice President / Secretary | ||
EPSILON HOLDINGS INC. | |||
By: | /s/ Dimosthenis Eleftheriadis | ||
Name: | Dimosthenis Eleftheriadis | ||
Title: | President/Treasurer/Director | ||
RACE NAVIGATION INC. | |||
By: | /s/ Stylianos Giamanis | ||
Name: | Stylianos Giamanis | ||
Title: | President/Treasurer/Director | ||
TANKERS FAMILY INC. | |||
By: | /s/ Dimosthenis Eleftheriadis | ||
Name: | Dimosthenis Eleftheriadis | ||
Title: | Vice President / Secretary | ||
THE LAX TRUST | |||
NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee | |||
By: | /s/ Geoffrey Cone | ||
Name: | Geoffrey Cone | ||
Title: | Director |
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Page 14 of 14 – SEC Filing
Dated: March 29, 2017 | FAMILY TRADING INC. | ||
By: | /s/ Dimosthenis Eleftheriadis | ||
Name: | Dimosthenis Eleftheriadis | ||
Title: | President / Director | ||
SOVEREIGN HOLDINGS INC. | |||
By: | /s/ Annita Hadjipaschali | ||
Name: | Annita Hadjipaschali | ||
Title: | President / Director | ||
OSCAR SHIPHOLDING LTD | |||
By: | /s/ Pinelopi Platsouka | ||
Name: | Pinelopi Platsouka | ||
Title: | Vice President / Secretary | ||
EPSILON HOLDINGS INC. | |||
By: | /s/ Dimosthenis Eleftheriadis | ||
Name: | Dimosthenis Eleftheriadis | ||
Title: | President/Treasurer/Director | ||
RACE NAVIGATION INC. | |||
By: | /s/ Stylianos Giamanis | ||
Name: | Stylianos Giamanis | ||
Title: | President/Treasurer/Director | ||
TANKERS FAMILY INC. | |||
By: | /s/ Dimosthenis Eleftheriadis | ||
Name: | Dimosthenis Eleftheriadis | ||
Title: | Vice President / Secretary | ||
THE LAX TRUST | |||
NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee | |||
By: | /s/ Geoffrey Cone | ||
Name: | Geoffrey Cone | ||
Title: | Director |