Filing Details
- Accession Number:
- 0000895345-19-000308
- Form Type:
- 13D Filing
- Publication Date:
- 2019-11-22 16:10:40
- Filed By:
- Blackrock Inc.
- Company:
- Euroseas Ltd (NASDAQ:ESEA)
- Filing Date:
- 2019-11-22
- 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 | 3,128,200 | 3,128,200 | 3,128,200 | 6.7 % |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| Euroseas, Ltd. |
| (Name of Issuer) |
| Common Stock, par value $0.03 per share |
| (Title of Class of Securities) |
| Y23592309 |
| (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) |
| August
9, 20191 |
| (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).
1. See Explanatory Note.
| CUSIP No. Y23592309 | Page 2 |
| 1 | NAMES OF REPORTING PERSON | | | ||
| 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 | | | |
| 3,128,200 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| None | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 3,128,200 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| None | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,128,200 (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) | | | ||
| 6.7% (1) (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| HC | | | |||
| | | ||||
| (1) | Reflects 900,000 shares of Euroseas, Ltd.’s (the “Issuer’s”) common stock, par value $0.03 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 $1.95 per share, into 2,228,200 shares of Common Stock. The use of a conversion price of $1.95 per share is based on information provided by the Issuer. |
| (2) | Based on (a) 44,659,376 shares of Common Stock outstanding as of the date of this filing based on information provided by the Issuer, and (b) Series B Preferred
Shares that are convertible into 2,228,000 shares of Common Stock, as computed in accordance with Rule 13d-3(d)(1). |
Explanatory Note
The purpose of this Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by BlackRock, Inc.
(“BlackRock”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2018 is to report a change in the percentage of shares of Common Stock of the Issuer beneficially owned by the Reporting Person that resulted
from a change in the number of shares of Common Stock outstanding as a result of the issuances of additional shares of Common Stock by the Issuer, the closings of which were announced in Form 6-K filings made by the Issuer on August 9, 2019 and
November 21, 2019, respectively, and the adjustments to the conversion ratio for the Series B Preferred Shares beneficially owned by the Reporting Person that resulted from such issuances. This Amendment No. 3 is being filed promptly following
notification by the Issuer, on November 20, 2019, of the updated conversion ratio for the Series B Preferred Shares.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 amends the Schedule 13D filed by BlackRock with the 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 3, 2019, and the Amendment No. 2 to Schedule 13D filed by BlackRock with the SEC on June 7, 2019 (“Amendment No. 2”) (as
amended, the “BlackRock Schedule 13D”) regarding the common stock, par value $0.03 per share (“Common Stock”), of Euroseas, Ltd. (the “Issuer”), a corporation organized under the laws of the Republic of the Marshall Islands.
Euroseas, 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 January 31, 2014 (the “Original TCP Schedule 13D”), as separately amended by TCP on March 20, 2014 (the “TCP Amendment No. 1”), January 14, 2016 (the “TCP Amendment No. 2”), March 8, 2016 (the “TCP Amendment No. 3”), December 19, 2016 (the “TCP Amendment No. 4”), June 12, 2017 (the “TCP Amendment No. 5”), June 11, 2018 (the “TCP Amendment No. 6”), August 3, 2018 (the “TCP Amendment No. 7”), and June 3, 2019 (the “TCP Amendment No. 8” and, together with the Original TCP Schedule 13D and TCP Amendment. Nos. 1 through No. 8 thereto, the “TCP Schedule 13D”).
Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Initial
BlackRock Statement, the Amendment No. 1 or Amendment No. 2 thereto, or the TCP Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Initial BlackRock Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the BlackRock Schedule 13D is hereby amended and restated as follows:
(a) – (c) and (f)
Current information concerning the identity, background and citizenship of each executive officer and director of BlackRock is set forth
on Annex A, attached hereto and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(c) 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.
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.
Dated: November 22, 2019
| BlackRock, Inc. | ||||
| By: | /s/ David Maryles | |||
| Name: | David Maryles | |||
| Title: | Managing Director, Legal & Compliance | |||
Annex A
The following is a list of the executive officers and directors of BlackRock, Inc. (collectively,
the “Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person.
Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by
BlackRock).
Executive Officers
| Name | | Position | | Business Address | | Citizenship |
| | | | | | | |
| Laurence D. Fink | | Chairman and Chief Executive Officer | | 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Robert S. Kapito | | President | | 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Gary S. Shedlin | | Senior Managing Director and Chief Financial Officer | | 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Robert L. Goldstein | | Senior Managing Director, Chief Operating Officer & Global Head of BlackRock Solutions | | 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Rachel Lord | | Senior Managing Director and Head of Europe, Middle East and Africa | | Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL United Kingdom | | U.K. |
| | | | | | | |
| J. Richard Kushel | | Senior Managing Director and Head of Multi-Asset Strategies and Global Fixed Income | | 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Mark S. McCombe | | Senior Managing Director and Chief Client Officer | | 55 East 52nd Street New York, NY 10055 | | U.K. |
| | | | | | | |
| Christopher J. Meade | | Senior Managing Director, Chief Legal Officer and General Counsel | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Geraldine Buckingham | | Senior Managing Director and Chairman of BlackRock Asia Pacific | | 16/F Champion Tower 3 Garden Road Central, Hong Kong | | Australia |
| Mark Wiedman | Senior Managing Director, Head of International and Corporate Strategy | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| Manish Mehta | Senior Managing Director, Global Head of Human Resources | 400 Howard Street San Francisco, CA 94105 | U.S. |
Directors
| Name | | Principal Occupation or Employment | | Business Address | | Citizenship |
| | | | | | | |
| Laurence D. Fink | | Chairman and Chief Executive Officer | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Robert S. Kapito | | President | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| | | | | | | |
| Mathis Cabiallavetta | | Public Company Board Member | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | Switzerland |
| | | | | | | |
| William S. Demchak | | The PNC Financial Services Group, Inc. – President, Chairman and CEO | | The PNC Financial Services Group, Inc. One PNC Plaza Avenue Pittsburgh, PA 15222 | | U.S. |
| | | | | | | |
| William E. Ford | | General Atlantic – Chief Executive Officer | | General Atlantic Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055 | | U.S. |
| Murry S. Gerber | | Public Company Board Member | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Margaret L. Johnson | | Microsoft Corporation – Executive Vice President of Business Development | | Microsoft One Microsoft Way Redmond, WA 98052 | | U.S. |
| | | | | | | |
| Gordon M. Nixon | | Public Company Board Member | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | Canada |
| | | | | | | |
| Charles H. Robbins | | Cisco Systems, Inc. – Chief Executive Officer and Board Member | | Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134 | | U.S. |
| | | | | | | |
| Ivan G. Seidenberg | | Retired | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Pamela Daley | | Public Company Board Member | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Jessica Einhorn | | Public Company Board Member | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Fabrizio Freda | | The Estée Lauder Companies Inc. – President and Chief Executive Officer | | The Estée Lauder Companies Inc. 767 Fifth Avenue, 40th Floor New York, NY 10153 | | Italy & U.S. |
| | | | | | | |
| Cheryl D. Mills | | BlackIvy Group – Chief Executive Officer | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Marco Antonio Slim Domit | | Grupo Financiero Inbursa, S.A.B. de C.V. – Chairman | | Grupo Financiero Inbursa Av. Paseo de las Palmas, #736 Floor 1 Colonia Lomas de Chapultepec C.P. 11000, México D.F. | | Mexico |
| | | | | | | |
| Susan L. Wagner | | Public Company Board Member | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| | | | | | | |
| Mark Wilson | | Public Company Board Member | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | New Zealand |
| Bader M. Alsaad | Public Company Board Member | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | Kuwait |