Page 9 of 14 – SEC Filing
This Amendment No. 23 (this “Amendment No. 23“) amends and supplements the Schedule 13D/A (the “Schedule 13D/A“) filed with the U.S. Securities and Exchange Commission (the “Commission“) on behalf of Family Trading Inc. (“Family Trading“), Sovereign Holdings Inc. (“Sovereign“), Epsilon Holdings Inc. (“Epsilon“), Oscar Shipholding Ltd (“Oscar“), Race Navigation Inc. (“Race Navigation“), Tankers Family Inc. (“Tankers Family“), and the Lax Trust (the “Trust“, and collectively, the “Reporting Persons“) on May 8, 2017. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D/A filed with the Commission on May 8, 2017.
Item 1. Security and Issuer
This Amendment No. 23 is being filed with respect to the outstanding shares of common stock, par value $0.01 per share (the “Common Shares“) of TOP Ships Inc., a corporation incorporated in the Marshall Islands (the “Issuer“).
The address of the principal executive offices of the Issuer is:
1 Vasilisis Sofias and Megalou Alexandrou Str
15124 Maroussi
Greece
Item 2. Identity and Background.
(a, b, c and f.) This Amendment No. 23 is being filed on behalf of the Reporting Persons. Unless otherwise noted, the principal business address of the persons listed in Item 2 is 11 Kanari Street, 106 71 Athens, Greece. Unless otherwise indicated, the present principal occupation of each person is with the applicable Reporting Person.
The business address of the Trust is Level 3, 18 Stanley Street, Auckland 1010, New Zealand. The Trust is an irrevocable trust established under the laws of New Zealand under an agreement dated March 12, 2015 for the benefit of certain family members of Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Issuer. The New Zealand Trust Corporation Limited is the trustee (the “Trustee“) of the Trust. The Trust may be deemed to own all of the outstanding shares of the Holding Companies.
Family Trading is a corporation established under the laws of the Marshall Islands. Its principal business is acting as an investment holding company. Dimosthenes Eleftheriadis is the President, Treasurer and Director of Family Trading and Stylianos Giamanis is the Vice President and Secretary of Family Trading. Mr. Eleftheriadis is a citizen of Greece and Mr. Giamanis is a citizen of Greece.
Sovereign is a corporation established under the laws of the Marshall Islands. Its principal business is acting as an investment holding company. Annita Hadjipaschali is the President and Director of Sovereign, Stylianos Giamanis is the Vice President and Director of Sovereign and Pinelopi Platsouka is the Secretary, Treasurer and Director of Sovereign. Ms. Hadjipaschali is a citizen of Greece, Mr. Giamanis is a citizen of Greece and Ms. Platsouka is a citizen of Greece.
Epsilon is a corporation established under the laws of the Marshall Islands. Its principal business is acting as an investment holding company. Dimosthenes Eleftheriadis is the President, Treasurer and Director of Epsilon and Pinelopi Platsouka is the Vice President, Secretary and Director of Epsilon. Mr. Eleftheriadis is a citizen of Greece and Ms. Platsouka is a citizen of Greece.
Oscar is a company established under the laws of the Marshall Islands. Its principal business is acting as an investment holding company. Stylianos Giamanis is the President, Treasurer and Director of Oscar and Pinelopi Platsouka is the Vice President, Secretary and Director of Oscar. Mr. Giamanis is a citizen of Greece and Ms. Platsouka is a citizen of Greece.
Race Navigation is a corporation established under the laws of the Marshall Islands. Its principal business is acting as an investment holding company. Stylianos Giamanis is the President, Treasurer and Director of Race Navigation and Dimosthenes Eleftheriadis is the Vice President, Secretary and Director of Race Navigation. Mr. Giamanis is a citizen of Greece and Mr. Eleftheriadis is a citizen of Greece.
Tankers Family is a corporation established under the laws of the Marshall Islands. Its principal business is acting as an investment holding company. Stylianos Giamanis is the President, Treasurer and Director of Tankers Family and Dimosthenes Eleftheriadis is the Vice President, Secretary and Director of Tankers Family. Mr. Giamanis is a citizen of Greece and Mr. Eleftheriadis is a citizen of Greece.
(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. 23 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“). Each Warrant, as of May 18, 2017, has an exercise price of $0.67 and entitles its holder to purchase 3.72 Common Shares, as may be further adjusted. Pursuant to the terms of the Warrants, holders also have the right, but not the obligation, to, in any exercise of each Warrant, to designate the variable price being offered by the Issuer pursuant to a different security. The Issuer currently has outstanding Series C Convertible Preferred Stock that are convertible at the lower of (i) $3.75 or (ii) 75% of the lowest daily VWAP of the Common Shares for any trading day during the twenty-one (21) consecutive trading day period ending on, and including, the trading day immediately prior to the date of delivery of an exercise notice (but in no event can this variable exercise price be less than $0.25) (the “Conversion Ratio“) and buy a proportionate number of Common Shares based on the variable price in effect on the date of exercise. The Conversion Ratio is subject to certain adjustments in accordance with the terms of the Statement of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of the Issuer.
Follow Top Ships Inc. (NASDAQ:TOPS)
Follow Top Ships Inc. (NASDAQ:TOPS)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
