Filing Details

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

Schedule 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)

 

 

Safe Bulkers, Inc.
(Name of Issuer)

 

Common Stock
(Title of Class of Securities)

 

Y7388L103
(CUSIP Number)

 

Ioannis Bertsis
Authorized Representative
Vorini Holdings Inc.
Apt. No. D11, Les Acanthes
6 Avenue des Citronniers, MC98000
Monaco
+377 93 25 05 75
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 20, 2019
(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. o

 

*

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. Y7388L103

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1	NAMES OF REPORTING PERSONS   Vorini Holdings Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   19,426,015
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   19,426,015

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   19,426,015
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   18.58%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

*	This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding as of November 20, 2019.

CUSIP No. Y7388L103

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1	NAMES OF REPORTING PERSONS   Polys Hajioannou
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   48,381,427
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   48,381,427

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   48,381,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   46.27%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

*	This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding as of November 20, 2019.

CUSIP No. Y7388L103

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1	NAMES OF REPORTING PERSONS   Nicolaos Hadjioannou
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   21,426,015
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   21,426,015

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,426,015
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   20.49%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

*	This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding as of November 20, 2019.

CUSIP No. Y7388L103

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1	NAMES OF REPORTING PERSONS   Bellapais Maritime Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   5,000,000
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   5,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.78%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

*	This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding as of November 20, 2019.

CUSIP No. Y7388L103

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1	NAMES OF REPORTING PERSONS   Kyperounta Maritime Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   5,000,000
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   5,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.78%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

*

This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding as of November 20, 2019.

CUSIP No. Y7388L103

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1	NAMES OF REPORTING PERSONS   Lefkoniko Maritime Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   5,000,000
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   5,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.78%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

*

This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding as of November 20, 2019.

CUSIP No. Y7388L103

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1	NAMES OF REPORTING PERSONS   Akamas Maritime Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   8,555,412
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   8,555,412

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,555,412
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.18%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

*

This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding as of November 20, 2019.

CUSIP No. Y7388L103

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1	NAMES OF REPORTING PERSONS   Chalkoessa Maritime Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   5,400,000
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   5,400,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,400,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.16%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

*

This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding as of November 20, 2019.

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1	NAMES OF REPORTING PERSONS   Kition Holding Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,000,000
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,000,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.91%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

*

This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding as of November 20, 2019.

CUSIP No. Y7388L103

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This Amendment No. 5 (the “Amendment No. 5”) amends the Report on Schedule 13D originally filed on November 25, 2013 (the “Original 13D”, and as amended by Amendment No. 1 to Schedule 13D filed on December 24, 2013, Amendment No. 2 to Schedule 13D filed on December 15, 2014, Amendment No. 3 to Schedule 13D filed on December 12, 2016 and Amendment No. 4 to Schedule 13D filed on December 11, 2017, the “Amended 13D”) by Vorini Holdings Inc. (“Vorini”), Polys Hajioannou, Nicolaos Hadjioannou, Bellapais Maritime Inc. (“Bellapais”), Kyperounta Maritime Inc. (“Kyperounta”), Lefkoniko Maritime Inc. (“Lefkoniko”), Akamas Maritime Inc. (“Akamas”), Chalkoessa Maritime Inc. (“Chalkoessa”) and Kition Holding Corp. (“Kition”) (collectively, the “Reporting Persons”).

 

Unless indicated otherwise, all items left blank remain unchanged, and any items which are deemed to amend and update the existing items in the Amended 13D.

 

EXPLANATORY NOTE

 

This Amendment No. 5 is being filed by the Reporting Persons as a result of the dilution of the Reporting Persons’ ownership percentage, resulting from the issuance of 3,963,964 shares of Common Stock by the Issuer.  Such shares of Common Stock were issued to an unaffiliated third party seller of a Japanese-built, dry-bulk, Post-Panamax class, resale, newbuild in respect of a portion of the purchase price paid by the Issuer for such vessel.

 

Item 1.

Security and Issuer

 

This statement on Schedule 13D relates to the common stock, par value $0.001 per share (“Common Stock”), of the Issuer, a Marshall Islands corporation. The principal executive office in Monaco of the Issuer is located at: Apt. No. D11, Les Acanthes, 6 Avenue des Citronniers, MC98000, Monaco.

 

As of November 20, 2019, the Reporting Persons beneficially owned an aggregate of 50,381,427 shares of Common Stock of the Issuer representing approximately 48.18% of the shares of Common Stock issued and outstanding.

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 is hereby supplemented by the addition of the following:

 

(a), (b) As of November 20, 2019, there were 104,566,310 shares of Common Stock issued and outstanding.

 

Based on the foregoing, the 50,381,427 shares of Common Stock beneficially owned by the Reporting Persons represent approximately 48.18% of the shares of Common Stock issued and outstanding.

 

By virtue of shares owned indirectly through Vorini, Bellapais, Kyperounta, Lefkoniko, Akamas and Chalkoessa, Polys Hajioannou may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 48,381,427 shares of Common Stock. Akamas may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 8,555,412 shares of Common Stock. By virtue of shares owned indirectly through Vorini and Kition, Nicolaos Hadjioannou may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 21,426,015 shares of Common Stock. Kition may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 2,000,000 shares of Common Stock.

 

The Reporting Persons are responsible for the completeness and accuracy of the information concerning the Reporting Persons contained herein.

 

As of the date hereof, none of the Reporting Persons own any shares of Common Stock other than the Subject Shares covered in this statement on Schedule 13D.

 

(c)

Within the last 60 days, no reportable transactions were effected by any Reporting Person.

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SIGNATURES

 

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: November 22, 2019

 

	VORINI HOLDINGS INC.
	By:	/s/ Polys Hajioannou
		Name:	Polys Hajioannou
		Title:	President and Director
	/s/ Polys Hajioannou
	Polys Hajioannou
	/s/ Nicolaos Hadjioannou
	Nicolaos Hadjioannou
	BELLAPAIS MARITIME INC.
	By:	/s/ Polys Hajioannou
		Name:	Polys Hajioannou
		Title:	President and Director
	KYPEROUNTA MARITIME INC.
	By:	/s/ Polys Hajioannou
		Name:	Polys Hajioannou
		Title:	President and Director
	LEFKONIKO MARITIME INC.
	By:	/s/ Polys Hajioannou
		Name:	Polys Hajioannou
		Title:	President and Director
	AKAMAS MARITIME INC.
	By:	/s/ Polys Hajioannou
		Name:	Polys Hajioannou
		Title:	President and Director
	CHALKOESSA MARITIME INC.
	By:	/s/ Polys Hajioannou
		Name:	Polys Hajioannou
		Title:	President and Director

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	KITION HOLDING CORP.
	By:	/s/ Nicolaos Hadjioannou
		Name:	Nicolaos Hadjioannou
		Title:	President and Director