Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)*
SEANERGY MARITIME HOLDINGS CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
Y 73760129
(CUSIP Number)
Alastair Macdonald
Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Tel:  (441) 295-5913
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 7, 2016
(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 Rule 13d-1(e), Rule 13d-1 (f) or Rule 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.

INTRODUCTION

This Amendment No. 5 to Schedule 13D further amends the Schedule 13D originally filed on March 12, 2015 by the Reporting Persons (as defined in Item 2), to reflect the change in beneficial ownership by certain Reporting Persons as a result of the Fourth Amendment (as defined in Item 3) to the Convertible Promissory Note (as defined in Item 3)

 

ITEM 1.

Security and Issuer.

This statement relates to the common stock, par value $0.0001 per share ("Common Stock") issued by Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the "Issuer"), whose principal executive offices are located at 16 Grigoriou Lambraki Street, 166 74 Glyfada, Athens, Greece.

 

ITEM 2.

Identity and Background.

(a) – (c), (f) This statement is being filed by each of the persons identified below (collectively the "Reporting Persons"):

(1) Claudia Restis is the beneficial owner of 100% of the capital stock of each of the corporate Reporting Persons through a revocable trust of which she is beneficiary.

(d) – (e)  None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a 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.

On March 7, 2016, the Issuer and Jelco entered into an amendment (the "Fourth Amendment," a copy of which is attached hereto as Exhibit A and the terms of which are incorporated by reference) to the revolving convertible promissory note issued by the Issuer to Jelco, dated September 7, 2015, as amended on December 1, 2015, December 14, 2015 and January 27, 2016 (the "Convertible Promissory Note"), to increase the maximum principal amount available to be drawn under the Convertible Promissory Note from $13,765,000 to $16,265,000 (the Convertible Promissory Note as so amended, the "Fourth Amended Convertible Promissory Note"). Pursuant to the Fourth Amended Convertible Promissory Note, the outstanding principal amount of the Fourth Amended Convertible Promissory Note is convertible into shares of Common Stock at any time at Jelco's option at a conversion price of $0.90 per share.

Other than as described above, there are no material changes from the Schedule 13D/A filed with the Commission on February 11, 2016.

There are no material changes from the Schedule 13D/A filed with the Commission on February 11, 2016.

Except as set forth above and as previously disclosed in the original Schedule 13D filed with the Commission on March 12, 2015, no Reporting Person has any present plans or proposals which relate to or would result in the occurrence of any of the events described in Item 4 (a) through (j) of Schedule 13D.

 

ITEM 5.

Interest in Securities of the Issuer.

(a) – (b) Based on information provided by the Issuer, the Issuer had [19,522,413] shares of Common Stock outstanding as of the date hereof.  Based upon the foregoing, as of the date hereof, the Reporting Persons' beneficial ownership is as set forth below:

(c) Except as set forth above, no other transactions in the Common Shares were effected by the persons enumerated in Item 2 during the past 60 days.

(d) N/A

(e) N/A

 

ITEM 7.

Materials to be Filed as Exhibits.

Signature

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

Dated: March 14, 2016

FOURTH AMENDMENT TO

REVOLVING CONVERTIBLE PROMISSORY NOTE

This FOURTH AMENDMENT (this "Fourth Amendment") to the Revolving Convertible Promissory Note dated as of September 7, 2015, as amended by an Amendment to the Note dated as of December 1, 2015, as further amended by a Second Amendment to the Note dated as of December 14, 2015 and as further amended by a Third Amendment to the Note dated as of January 27, 2016 (together the "Note"), by and between Seanergy Maritime Holdings Corp. a corporation organized under the laws of the Republic of the Marshall Islands (the "Maker") and Jelco Delta Holding Corp., or its respective registered assigns (the "Holder"), is made on March 7, 2016.

Capitalized terms used but not defined herein shall have the meaning assigned in the Note.

WHEREAS, the parties wish to amend the Note as hereinafter set forth in order to increase the maximum principal amount available to be drawn under the Note from $13,765,000 to $16,265,000;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows:

(A)	Section 1.1 of the Note is deleted in its entirety and replaced with the following:

(B)	Section 1.6 of the Note is deleted in its entirety and replaced with the following:

(C)	Each other reference in the Note to "$13,765,000" is deleted and replaced with "$16,265,000."

(D)	Confirmation of Agreement.  Except as expressly set forth herein, the Note is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms, and each reference in the Note to "this Note" shall mean the Note as amended by this Fourth Amendment.

(E)

Counterparts; Effectiveness.  This Fourth Amendment may be executed in any number of counterparts (including by facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document.  All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.  This Fourth Amendment shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

(F)	Governing Law.  The laws of the State of New York shall govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties, without regard to the principles of conflicts of laws thereof.

[Signature page follows]

THIS FOURTH AMENDMENT has been entered into on the date stated above.

SEANERGY MARITIME HOLDINGS CORP.

By: /s/ Stamatis Tsantanis

Name: Stamatis Tsantanis

Title: Chief Executive Officer

JELCO DELTA HOLDING CORP.

By: /s/ Alastair B. Macdonald

Name: Alastair B. Macdonald

Title: President