Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*¹

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EXPLANATORY NOTE

Due to a clerical error, the Amendment No. 4 to Schedule 13D filed by the reporting person on February 2, 2021 incorrectly stated on the cover page the number of shares reported as beneficially owned.  This Amendment No. 5 to Schedule 13D is filed solely to correct such error.

This Amendment No. 5 (this “Amendment No. 5”) to Schedule 13D amends the Schedule 13D filed by BlackRock, Inc. (“BlackRock”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2018 (the “Initial BlackRock Statement”), as amended by BlackRock on June 3, 2019 (“Amendment No. 1”), June 7, 2019 (“Amendment No. 2”), November 22, 2019 (“Amendment No. 3”), and February 2, 2021 (“Amendment No. 4” and, together with the Initial BlackRock Statement and Amendment Nos. 1 through No. 5 thereto, 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 (“TCP Amendment No. 1”), January 14, 2016 (“TCP Amendment No. 2”), March 8, 2016 (“TCP Amendment No. 3”), December 19, 2016 (“TCP Amendment No. 4”), June 12, 2017 (“TCP Amendment No. 5”), June 11, 2018 (“TCP Amendment No. 6”), August 3, 2018 (“TCP Amendment No. 7”), and June 3, 2019 (“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. 5 does not modify any of the information previously reported on the Initial BlackRock Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, or Amendment No. 4 thereto, or the TCP Schedule 13D.  Capitalized terms used but not otherwise defined in this Amendment No. 5 shall have the meanings ascribed to them in the Initial BlackRock Statement.

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 4.   PURPOSE OF TRANSACTION

Item 4 of the Initial BlackRock Statement is supplemented with the following:

On January 29, 2021, 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 January 29, 2021, pursuant to which TCP agreed to sell, transfer, assign and deliver to the Issuer, and the Issuer agreed to purchase from TCP, 1,188 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 $1,188,000.  The transaction set forth in the Stock Purchase Agreement closed on January 29, 2021.

The information set forth in Item 4 of this Amendment No. 5 is incorporated by reference in its entirety into this Item 6.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

	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).