Filing Details

Euroseas, Ltd.

(Name of Issuer)

Common Shares, $0.03 par value

(Title of Class of Securities)

Y23592309

(CUSIP Number)

Tennenbaum Capital Partners, LLC 2951 28th Street, Suite 1000 Santa Monica, California 90405 (310) 566-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 1, 20181

(Date of Event which Requires Filing of this Statement)

*	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.

 

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(1)	Tennenbaum Capital Partners, LLC serves as investment advisor to, inter alia, Tennenbaum Opportunities Partners V, LP and Tennenbaum Opportunities Fund VI, LLC (collectively, the “Funds”), which are the registered holders of the Common Shares and Series B Convertible Perpetual Preferred Shares (the “Series B Preferred Shares”) of Euroseas, Ltd. beneficially owned by Tennenbaum Capital Partners, LLC. The Funds currently hold (a) 900,000 Common Shares of Euroseas, Ltd. and (b) Series B Preferred Shares that are convertible into 3,400,587 Common Shares of Euroseas, Ltd.
(2)	See Explanatory Note.
(3)	Based on (a) 11,274,126 Common Shares of Euroseas, Ltd. outstanding as of May 18, 2018 as reported by Euroseas, Ltd. in its Report on Form 6-K filed with the Securities and Exchange Commission on May 30, 2018 and (b) 3,400,587 Common Shares of Euroseas, Ltd. issuable upon conversion of the Series B Preferred Shares, computed in accordance with Rule 13d-3(d)(1).

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EXPLANATORY NOTE

This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) is being filed on behalf of Tennenbaum Capital Partners, LLC (“TCP” or the “Reporting Person”) as an amendment to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 31, 2014, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on March 20, 2014, Amendment No. 2 to Schedule 13D filed with the Commission on January 14, 2016, Amendment No. 3 to Schedule 13D filed with the Commission on March 8, 2016, Amendment No. 4 to Schedule 13D filed with the Commission on December 19, 2016, Amendment No. 5 to Schedule 13D filed with the Commission on June 12, 2017, Amendment No. 6 to Schedule 13D filed with the Commission on June 11, 2018, and Amendment No. 7 to Schedule 13D filed with the Commission on August 3, 2018 (as amended, the “Schedule 13D”), relating to Common Shares of Euroseas, Ltd., a corporation organized under the laws of the Republic of the Marshall Islands (the “Issuer”). Terms defined in the Schedule 13D are used herein as so defined.

The Amendment No. 7 to Schedule 13D filed by TCP with the Commission on August 3, 2018 (“Amendment No. 7”) inadvertently used a Series B Preferred Share conversion price of $12.25 per share, which was the conversion price outlined in the Issuer’s Amended and Restated Statement of Designation of the Rights, Preferences and Privileges of Series B Convertible Perpetual Preferred Shares (the “Initial Conversion Price”), as filed with the Commission as Exhibit 99.1 on Form 6-K/A on March 4, 2016.  However, at the time of the filing of Amendment No. 7, as a result of adjustments to such Initial Conversion Price, the actual Series B Preferred Share conversion price was $4.58.  Had the correct conversion price of $4.58 per share been used, the Reporting Person would have reported on Amendment No. 7 beneficial ownership of an aggregate of 4,300,587 shares of Common Stock (consisting of 900,000 shares of the Issuer’s Common Stock, together with Series B Preferred Shares that were then convertible, at a conversion price of $4.58 per share, into 3,400,587 shares of Common Stock), and beneficial ownership of 29.3% of the Issuer’s Common Stock, as computed in accordance with Rule 13d-3(d)(1).  This Amendment No. 8 to Schedule 13D is being filed solely to update Amendment No. 7 to reflect the correct conversion price at the time of the filing of Amendment No. 7.      

As described in Amendment No. 7, all future amendments to Schedule 13D relating to the beneficial ownership by BlackRock, Inc. (which acquired indirect control of TCP on August 1, 2018) or the Reporting Person of the Common Shares held by the Funds are being made as amendments to the Statement on Schedule 13D filed by BlackRock, Inc. on August 3, 2018.  Consistent with that intent, BlackRock, Inc. filed Amendment No. 1 to its Statement on Schedule 13D, on the date of this filing. 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.