Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 6)*
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)
June 16, 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.

*   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.	Names of Reporting Persons
	Jelco Delta Holding Corp.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
												(a)			[_]
												(b)			[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)							WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)														[_]
6.	Citizenship or Place of Organization						Marshall Islands
	7.	Sole Voting Power				0
Number of Shares Beneficially Owned by Each Reporting Person With
	8.	Shared Voting Power				43,649,230 (1)
	9.	Sole Dispositive Power				0
	10.	Shared Dispositive Power				43,649,230 (1)
11.	Aggregate Amount Beneficially Owned By Each Reporting Person										43,649,230 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)														[_]
13.	Percent of Class Represented by Amount in Row (11)										92.4%
14.	Type of Reporting Person (See Instructions)
	CO

 

 

(1)

Includes (i) 4,222,223 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) which Jelco Delta Holding Corp. ("Jelco") may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015, issued by the Issuer to Jelco and (ii) 23,516,667 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco.  See Item 3.

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1.	Names of Reporting Persons
	Comet Shipholding Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
												(a)		[_]
												(b)		[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)							WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)													[_]
6.	Citizenship or Place of Organization						Marshall Islands
	7.	Sole Voting Power				0
Number of Shares Beneficially Owned by Each Reporting Person With
	8.	Shared Voting Power				853,434
	9.	Sole Dispositive Power				0
	10.	Shared Dispositive Power				853,434
11.	Aggregate Amount Beneficially Owned By Each Reporting Person										853,434
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)													[_]
13.	Percent of Class Represented by Amount in Row (11)										4.4%
14.	Type of Reporting Person (See Instructions)
	CO

 

 

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1.	Names of Reporting Persons
	Claudia Restis
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
												(a)		[_]
												(b)		[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)							OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)													[_]
6.	Citizenship or Place of Organization						Italy
	7.	Sole Voting Power				0
Number of Shares Beneficially Owned by Each Reporting Person With
	8.	Shared Voting Power				44,502,664 (1)
	9.	Sole Dispositive Power				0
	10.	Shared Dispositive Power				44,502,664 (1)
11.	Aggregate Amount Beneficially Owned By Each Reporting Person										44,502,664 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)													[_]
13.	Percent of Class Represented by Amount in Row (11)										94.2%
14.	Type of Reporting Person (See Instructions)
	IN

 

 

(1)

Claudia Restis may be deemed to beneficially own 43,649,230 shares of Common Stock of the Issuer through Jelco and 853,434 shares of Common Stock of the Issuer through Comet Shipholding Inc., each through a revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco include (i) 4,222,223 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015, issued by the Issuer to Jelco and (ii) 23,516,667 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco.  See Item 3.

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INTRODUCTION

 

This Amendment No. 6 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 Fifth, Sixth and Seventh Amendments (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"):

 

Name	Address	Jurisdiction of Incorporation or Place of Citizenship	Principal Business
Jelco Delta Holding Corp.	c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald	Marshall Islands	Investments
Comet Shipholding Inc.	c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald	Marshall Islands	Investments
Claudia Restis (1)	c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald	Italy	Business and Philanthropy

⁽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.

 

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ITEM 3.   Source and Amount of Funds or Other Consideration.

On April 21, 2016, the Issuer and Jelco entered into an amendment (the "Fifth 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 prior to April 21, 2016 (the "Convertible Promissory Note"), to increase the maximum principal amount available to be drawn under the Convertible Promissory Note from $16,265,000 to $17,665,000.

On May 17, 2016, the Issuer and Jelco entered into an amendment (the "Sixth Amendment," a copy of which is attached hereto as Exhibit B and the terms of which are incorporated by reference) to the Convertible Promissory Note, to increase the maximum principal amount available to be drawn under the Convertible Promissory Note from $17,665,000 to $18,665,000 and to increase the amount by which the Applicable Limit (as defined therein) is reduced from $2,500,000 to $2,750,000.

On June 16, 2016, the Issuer and Jelco entered into an amendment (the "Seventh Amendment," a copy of which is attached hereto as Exhibit C and the terms of which are incorporated by reference) to the Convertible Promissory Note, to increase the maximum principal amount available to be drawn under the Convertible Promissory Note from $18,665,000 to $21,165,000 and to increase the amount by which the Applicable Limit (as defined therein) is reduced from $2,750,000 to $3,100,000 (the Convertible Promissory Note as so amended by the Fifth, Sixth and Seventh Amendments, the "Seventh Amended Convertible Promissory Note").  Pursuant to the Seventh Amended Convertible Promissory Note, the outstanding principal amount of the Seventh 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 March 14, 2016.

ITEM 4.   Purpose of Transaction.

There are no material changes from the Schedule 13D/A filed with the Commission on March 14, 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 19,514,410 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:

Name	Percentage of Shares Beneficially Owned	Voting			Dispositive
		Sole	Shared		Sole	Shared
Jelco Delta Holding Corp.	92.4%	0	$43,649,230	(1)	0	$43,649,230	(1)
Comet Shipholding Inc.	4.4%	0	853,434		0	853,434
Claudia Restis	94.2%	0	44,502,664	(1)(2)	0	44,502,664	(1)(2)

 

(1)

Includes (i) 4,222,223 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015, issued by the Issuer to Jelco and (ii) 23,516,667 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco.  See Item 3.

(2)	Claudia Restis may be deemed to beneficially own 43,649,230 shares of Common Stock of the Issuer through Jelco and 853,434 shares of Common Stock of the Issuer through Comet Shipholding Inc., each through a revocable trust of which she is beneficiary.

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(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 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Except as set forth in Item 3 hereto, no material change from the Schedule 13D/A filed with the Commission on March 14, 2016.

 

ITEM 7.   Materials to be Filed as Exhibits.

 

Exhibit A	Fifth Amendment to Revolving Convertible Promissory Note, dated April 21, 2016.
Exhibit B	Sixth Amendment to Revolving Convertible Promissory Note, dated May 17, 2016.
Exhibit C	Seventh Amendment to Revolving Convertible Promissory Note, dated June 16, 2016.

 

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: June 27, 2016

 

 

 

 

JELCO DELTA HOLDING CORP.
By:	/s/ Alastair Macdonald
Name:	Alastair Macdonald
Title:	President
COMET SHIPHOLDING INC.
By:	/s/ Alastair Macdonald
Name:	Alastair Macdonald
Title:	President
/s/ Claudia Restis
Claudia Restis

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

SEANERGY MARITIME HOLDINGS CORP.

Name: Stamatis Tsantanis

Title: Chief Executive Officer

 

 

JELCO DELTA HOLDING CORP.

By:  /s/ Alastair B. Macdonald     

Name: Alastair B. Macdonald

Title: President

 

 

 

 

 

 

THIS SIXTH 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

 

 

 

 

 

 

 

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

 

 

SEANERGY MARITIME HOLDINGS CORP.

 

JELCO DELTA HOLDING CORP.