Filing Details
- Accession Number:
- 0000895345-21-000058
- Form Type:
- 13D Filing
- Publication Date:
- 2021-02-01 19:00:00
- Filed By:
- Blackrock Inc.
- Company:
- Euroseas Ltd (NASDAQ:ESEA)
- Filing Date:
- 2021-02-02
- 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 | 351,464 | 351,464 | 351,464 | 5.01% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
| 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) |
| January
29, 2021 |
| (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. 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 | | | |
| 351,464 (1) | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| None | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 351,464 (1) | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| None | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 351,464 (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) | | | ||
| 5.01% (1) (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| HC | | | |||
| | | ||||
| (1) | Reflects 112,500 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 $14.05 per share, into 238,964 shares of Common Stock. |
| (2) | Based on (a) 6,783,247 shares of Common Stock outstanding as of January 29, 2021, as conveyed by the Issuer to the Reporting Person, and (b) Series B Preferred Shares that are convertible into
238,964 shares of Common Stock, as computed in accordance with Rule 13d-3(d)(1). |
ITEM 1. SECURITY AND ISSUER
This Amendment No. 4 (this “Amendment No. 4”) 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”), and November 22, 2019 (“Amendment
No. 3” and, together with the Initial BlackRock Statement and Amendment Nos. 1 through No. 4 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. 4 does not modify any of the information previously reported on the Initial BlackRock Statement, Amendment
No. 1, Amendment No. 2, or Amendment No. 3 thereto, or the TCP Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 4 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 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.
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 BlackRock Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 4 is incorporated by reference in its entirety into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the BlackRock Schedule 13D is hereby amended and supplemented as follows:
| Exhibit No. | | Description |
| | | |
| 99.1. | | |
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: February 2, 2021
| BlackRock, Inc. | ||||
| By: | ||||
| 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. |
| | | | | | | |
| Geraldine Buckingham | | Senior Managing Director and Chairman of BlackRock Asia Pacific | | 16/F Champion Tower 3 Garden Road Central, Hong Kong | | Australia |
| J. Richard Kushel | | Senior Managing Director and Head of Portfolio Management Group | | 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. | |||
| | | | | | | |
| 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 | | 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. | |||
| Mark Wiedman | Senior Managing Director, Head of International and Corporate Strategy | 55 East 52nd Street New York, NY 10055 | 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. |
| | | | | | | |
| Bader M. Alsaad | Kuwait Investment Authority- Former Managing Director | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | Kuwait | |||
| | | | | | | |
| Mathis Cabiallavetta | | UBS- Former Chairman | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | Switzerland |
| | | | | | | |
| Pamela Daley | General Electric Company – Former Senior Vice President of Corporate Business Development | BlackRock, Inc. 55 East 52nd Street New York, NY 1005 | U.S. | |||
| Jessica Einhorn | Paul H. Nitze School of Advanced International Studies at Johns Hopkins University – Former Dean | BlackRock, Inc. 55 East 52nd Street New York, NY 1005 | 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. |
| 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. |
| Murry S. Gerber | EQT Corporation – Former Executive Chairman, Chairman, President and CEO | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | U.S. | |||
| | | | | | | |
| Margaret L. Johnson | | Magic Leap, Inc. – Chief Executive Officer | | Magic Leap 7500 W. Sunrise Blvd. Plantation, FL 33322 | | U.S. |
| Cheryl D. Mills | | BlackIvy Group – Chief Executive Officer | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| Gordon M. Nixon | Royal Bank of Canada – Former President, CEO and Board Member | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | Canada | |||
| | | | | | | |
| Charles H. Robbins | | Cisco Systems, Inc. – Chief Executive Officer and Chairman | | Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134 | | 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 | | BlackRock – Former Vice Chairman | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | U.S. |
| | | | | | | |
| Mark Wilson | | Aviva plc – Former CEO | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | New Zealand |