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

Epsilon may be deemed to beneficially own 25 Common Shares, representing less than 0.1% of the outstanding Common Shares. Epsilon 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 25 Common Shares. Epsilon 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 25 Common Shares.

Oscar may be deemed to beneficially own 17 Common Shares, representing less than 0.1% of the outstanding Common Shares. Oscar 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 17 Common Shares. Oscar 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 17 Common Shares.

Race Navigation may be deemed to beneficially own 8,900,028 Common Shares, representing approximately 51.9% of the outstanding Common Shares. This percentage ownership is based on 17,153,956 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) 8,900,000 Common Shares issuable upon the exercise of all of the 1,250,000 Warrants currently held by Race Navigation. Race Navigation 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 8,900,028 Common Shares.  Race Navigation 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 8,900,028 Common Shares.

Tankers Family may be deemed to beneficially own 20 Common Shares, representing less than 0.1% of the outstanding Common Shares. Tankers Family 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 20 Common Shares. Tankers Family 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 20 Common Shares. Tankers Family also beneficially owns 100,000 shares of Series D Preferred Stock. One share of Series D Preferred Stock has the voting power of 1,000 Common Shares. See Item 6.

The Trust may be deemed to beneficially own 11,035,382 Common Shares, representing approximately 57.2% of the outstanding Common Shares. This percentage ownership is based on 19,288,956 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 8,253,956 Common Shares outstanding, (ii) 8,900,000 Common Shares issuable upon the exercise of all of the 1,250,000 Warrants currently held by Race Navigation and (iii) 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. The Trustee of the Trust 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 11,035,382 Common Shares. The Trustee of the Trust has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition 11,035,382 Common Shares.

To the best knowledge of the Reporting Persons, 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 the Schedule 13D/A and this Amendment No. 31. Voting and disposition of the Common Shares held by the Reporting Persons require the approval of the Trustee of the Trust.

(c.) Except for those transactions described herein (see Item 3), to the best knowledge of the Reporting Persons, no other transactions in the Common Shares were effected by the persons enumerated in response to paragraph (a) during the past 60 days.

(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons.

(e.) Not applicable.