Filing Details
- Accession Number:
- 0000895345-19-000248
- Form Type:
- 13D Filing
- Publication Date:
- 2019-06-19 17:13:33
- Filed By:
- Blackrock Inc.
- Company:
- Eurodry Ltd.
- Filing Date:
- 2019-06-19
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BlackRock, Inc. (TIN | 550,619 | 550,619 | 550,619 | 20.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
EuroDry Ltd.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(Title of Class of Securities)
Y23508107
(CUSIP Number)
(CUSIP Number)
David Maryles
Managing Director, Legal & Compliance
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
(212) 810-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 19, 2019
(Date of Event which Requires Filing of this Statement)
(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).
| CUSIP No. Y23508107 | Page 2 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| BlackRock, Inc. (TIN: 23-0174431) | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO – Funds of investment advisory clients | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☒ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 550,619(1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| None | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 550,619 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| None | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 550,619 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 20.8% (1) (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| HC | | | |||
| | | ||||
| (1) | Reflects 180,000 shares of EuroDry Ltd.’s (the “Issuer’s”) common stock, par value $0.01 per share (“Common Stock”), together with Series B
Convertible Perpetual Preferred Shares (the “Series B Preferred Shares”) that are convertible, at a conversion price of $31.64 per share, into 370,619 shares of Common Stock. |
| (2) | Based on (a) 2,279,920 shares of Common Stock outstanding as of May 17, 2019, as reported in the Form 6-K filed by the Issuer with the SEC on June
5, 2019, and (b) Series B Preferred Shares that are convertible into 370,619 shares of Common Stock, as computed in accordance with Rule 13d-3(d)(1). |
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends
the Schedule 13D filed by BlackRock, Inc. (“BlackRock”) with the U.S. Securities and Exchange Commission (“SEC”) on August 3, 2018 (the “Initial BlackRock Statement”), as amended by the Amendment No. 1 (“Amendment No. 1”) to Schedule 13D filed by BlackRock with the SEC on June 18, 2019 (as amended, the “BlackRock Schedule 13D”) regarding the common stock, par value $0.01 per share (“Common Stock”), of EuroDry Ltd. (the
“Issuer”), a corporation organized under the laws of the Republic of the Marshall Islands. EuroDry Ltd.’s principal executive offices are located at 4
Messogiou & Evropis Street, 151 24 Maroussi, Greece.
As stated in the Initial BlackRock Statement, that filing adopted as BlackRock’s initial statement of beneficial ownership on Schedule 13D, in respect of
the Issuer’s shares of Common Stock, the Schedule 13D in respect of the Issuer’s shares of Common Stock filed on behalf of Tennenbaum Capital Partners, LLC (“TCP”)
with the SEC on June 11, 2018, as separately amended by TCP on August 3, 2018 (the “TCP Schedule 13D”).
Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Initial BlackRock Statement,
the Amendment No. 1 thereto, or the TCP Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to them in the Initial BlackRock Statement, the Amendment No. 1 thereto, or the TCP
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial BlackRock Statement is supplemented with the following:
On June 14, 2019, TCP, on behalf of Tennenbaum Opportunities Fund VI, LLC (“Fund VI”), entered into a stock purchase agreement (the “Stock Purchase
Agreement”) with the Issuer, dated as of June 14, 2019, pursuant to which TCP agreed to sell, transfer, assign and deliver to the Issuer, and the Issuer agreed to purchase from TCP, 4,300 Series B Convertible Perpetual Preferred Shares held by Fund
VI, at a purchase price of $1,000 per share, without a brokerage fee or other commission, for an aggregate purchase price of $4,300,000. The transaction set forth in the Stock Purchase Agreement closed on June 19, 2019.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(c) Except for the transactions described in Item 4 above, there have been no transactions in the shares of the Issuer’s Common Stock or the Series B Preferred Shares
beneficially owned by the Reporting Person during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference in its entirety into
this Item 6.
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.
Date: June 19, 2019
| | BlackRock, Inc. | | ||
| | | |||
| | By: | /s/ David Maryles | | |
| | | Name: | David Maryles | |
| | | Title: | Managing Director, Legal & Compliance | |