13D Filing: Sovereign Holdings Inc. and Top Ships Inc. (TOPS)

(d. and e.) To the best of the Reporting Persons’ knowledge, none of the persons listed in Item 2, including the Trustee, have, during the last five years been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as 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.          Source and Amount of Funds or Other Consideration.

This Amendment No. 31 is being filed to reflect an adjustment in the number of Common Shares issuable to Race Navigation in connection with adjustments to the exercise price of the Issuer’s outstanding warrants (the “Warrants“). Pursuant to the terms of the Warrants and warrant agreements dated June 11, 2014 (each, a “Warrant Agreement“) and in connection with conversions of the Issuer’s Series C Convertible Preferred Stock, the Exercise Price (as defined in the Warrant Agreement) of the Warrants has been adjusted to $0.35 and the number of common shares of the Company purchasable by each Warrant is 7.12 Warrant Shares (as defined in the Warrant Agreement).

As of September 7, 2017, upon exercise of 1,250,000 Warrants, Race Navigation would be issued 8,900,000 Common Shares.

This Amendment No. 31 is also being filed to reflect an increase in the number of outstanding Common Shares following the issuance of an additional 1,812,633 Common Shares from August 29, 2017 through September 7, 2017 as a result of (i) conversions of the Issuer’s Series C Convertible Preferred Stock and (ii) fixed request notices submitted in connection with the common stock purchase agreement dated February 2, 2017, as amended, between the Issuer and Kalani Investments Limited.

In addition, this Amendment No. 31 is being filed to reflect the change in the number of Common Shares issuable upon conversion of $1.3 million currently outstanding under the Amended Family Trading Credit Facility to 2,135,000 Common Shares following the repayment of $0.3 million under the facility and the decrease of the Issuance Price (defined below) to the Floor Price (defined below). See Item 6 below.

Item 4.          Purpose of Transaction

The information set forth in Item 3 of this Amendment No. 31 is hereby incorporated herein by reference.

Other than as set forth above, there are no other material changes to this Item 4 from the Schedule 13D/A filed with the Commission on August 29, 2017.

Item 5.          Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a. and b.) According to information received from the Issuer, as of September 7, 2017, there were 8,253,956 Common Shares issued and outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares:

Family Trading may be deemed to beneficially own 2,135,237 Common Shares, representing approximately 20.6% of the outstanding Common Shares. This percentage ownership is based on 10,388,956 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 8,253,956 Common Shares outstanding and (ii) 2,135,000 Common Shares issuable upon the conversion of $1.3 million of outstanding debt held by Family Trading under the Amended Family Trading Credit Facility. Family Trading has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 2,135,237 Common Shares. Family Trading has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 2,135,237 Common Shares.

Sovereign may be deemed to beneficially own 55 Common Shares, representing less than 0.1% of the outstanding Common Shares. Sovereign has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 55 Common Shares. Sovereign has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 55 Common Shares.