Filing Details
- Accession Number:
- 0000950157-22-000928
- Form Type:
- 13D Filing
- Publication Date:
- 2022-08-10 20:00:00
- Filed By:
- Konstantakopoulos Konstantinos
- Company:
- Costamare Inc (NYSE:CMRE)
- Filing Date:
- 2022-08-11
- 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 |
|---|---|---|---|---|---|---|
| Konstantinos Konstantakopoulos | 30,205,473 | 9 | 30,205,473 | 11 | 30,205,473 | 24.9% |
| Kent Maritime Investments S.A | 13,640,893 | 9 | 13,640,893 | 11 | 13,640,893 | 11.2% |
| Costamare Shipping Company S.A | 3,867 | 9 | 3,867 | 11 | 3,867 | 0.0% |
| Longshaw Maritime Investments S.A | 923,867 | 9 | 923,867 | 11 | 923,867 | 0.8% |
| Costamare Shipping Services Ltd | 2,462,572 | 9 | 2,462,572 | 11 | 2,462,572 | 2.0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
| Costamare Inc. |
| (Name of Issuer) |
| Common Stock, $0.0001 Par Value |
| (Title of Class of Securities) |
| Y1771G102 |
| (CUSIP Number) |
| Konstantinos Konstantakopoulos c/o Costamare Shipping Company S.A. 60 Zephyrou Street and Syngrou Avenue 17564 Athens, Greece +30(210)9490050 Copy to: D. Scott Bennett, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 212-474-1000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| August 8, 2022 |
| (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 §240.13d-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. | Y1771G102 | 13D/A |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Konstantinos Konstantakopoulos | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☑ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| SC, OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| Not Applicable | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Greece | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 30,205,473 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 30,205,473 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 30,205,4731 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| NOT APPLICABLE | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 24.9%2 | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
1 As of the date hereof, Konstantinos Konstantakopoulos owns 30,205,473 shares. This number also includes (1) 300,000 shares owned by the reporting person’s spouse, (2)
13,640,893 shares owned by Kent Maritime Investments S.A., 3,867 shares owned by Costamare Shipping Company S.A. and 923,867 shares owned by Longshaw Maritime Investments S.A., and (3) half of the shares (2,462,572 shares) owned by Costamare
Shipping Services Ltd. The reporting person disclaims beneficial ownership of the shares owned by the reporting person’s spouse, and the reporting thereof shall not constitute an admission that the reporting person is a beneficial owner of such
shares.
2 The percent ownership is calculated based upon an aggregate of 121,574,211 outstanding shares of common stock of the Issuer.
| CUSIP No. | Y1771G102 | 13D/A |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Kent Maritime Investments S.A. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☑ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| Not applicable | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Marshall Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 13,640,893 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 13,640,893 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 13,640,8933 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| NOT APPLICABLE | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 11.2%4 | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
3 Kent Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 13,640,893 shares of common stock of the Issuer.
4 The percent ownership is calculated based upon an aggregate of 121,574,211 outstanding shares of common stock of the Issuer.
| CUSIP No. | Y1771G102 | 13D/A |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Costamare Shipping Company S.A. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☑ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| Not applicable | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Panama | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 3,867 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 3,867 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,8675 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| NOT APPLICABLE | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 0.0%6 | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
5 Costamare Shipping Company S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 3,867 shares of common stock of the Issuer.
6 The percent ownership is calculated based upon an aggregate of 121,574,211 outstanding shares of common stock of the Issuer.
| CUSIP No. | Y1771G102 | 13D/A |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Longshaw Maritime Investments S.A. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☑ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| Not applicable | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Marshall Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 923,867 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 923,867 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 923,8677 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| NOT APPLICABLE | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 0.8%8 | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
7 Longshaw Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 923,867 shares of the common stock of the
Issuer.
8 The percent ownership is calculated based upon an aggregate of 121,574,211 outstanding shares of common stock of the Issuer.
| CUSIP No. | Y1771G102 | 13D/A |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Costamare Shipping Services Ltd. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☑ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| SC, OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| Not applicable | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Marshall Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 2,462,572 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 2,462,572 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 2,462,5729 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| NOT APPLICABLE | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 2.0%10 | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
9 Konstantinos Konstantakopoulos owns 50% of the outstanding equity of Costamare Shipping Services Ltd., resulting in his indirect ownership of half of the stock (2,462,572
shares) owned by Costamare Shipping Services Ltd.
10 The percent ownership is calculated based upon an aggregate of 121,574,211 outstanding shares of common stock of the Issuer.
AMENDMENT NO. 5 TO
STATEMENT ON SCHEDULE 13D
This Amendment No. 5 (this “Amendment”) amends and restates certain portions of the Schedule 13D/A filed by Konstantinos Konstantakopoulos, Kent Maritime Investments S.A., Costamare
Shipping Company S.A. and Costamare Shipping Services Ltd. dated March 14, 2017, as amended on January 18, 2018, November 26, 2018, July 18, 2019 and June 9, 2022 (the “Schedule 13D/A”), relating to shares of common stock, par value $0.0001 per
share (the “Shares”) of Costamare Inc. (the “Issuer”), whose principal business office is c/o Costamare Shipping Company S.A., 60 Zephyrou Street and Syngrou Avenue, 17564 Athens, Greece.
Except as set forth below, all Items in the Schedule 13D/A remain unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D/A.
| Item 1. | Security and Issuer |
| Item 2. | Identity and Background |
| Item 3. | Source and Amount of Funds or Other Consideration |
| Item 4. | Purpose of Transaction |
| Item 5. | Interest in Securities of the Issuer: |
Item 5 to this Amendment is hereby amended and restated as follows:
(a) See Items 11 and 13 on the cover pages to this Schedule 13D/A for the aggregate number and percentage of
the class of securities identified pursuant to Item 1 owned by each Reporting Person.
(b) Number of shares as to which each Reporting Person has:
i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Amendment.
ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Amendment.
iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Amendment.
iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Amendment.
(c) The information provided in Item 3 to the Schedule 13D/A is hereby incorporated by reference herein and
supplemented as follows for the past 60 days.
Konstantinos Konstantakopoulos
Konstantinos Konstantakopoulos received 131,334 shares of Common Stock on August 8, 2022 under the Issuer’s Dividend Reinvestment Program.
Konstantinos Konstantakopoulos transferred 300,000 shares of Common Stock to his spouse on July 5, 2022 for no consideration pursuant to a private share transfer.
The spouse of Konstantinos Konstantakopoulos disposed of 159,422 shares of Common Stock on July 5, 2022 at a price of $11.14 per share in the open market and 140,578 shares of Common
Stock on July 6, 2022 at a price of $10.59 per share in the open market.
Kent Maritime Investments S.A.
Kent Maritime Investments S.A. received 139,155 shares of Common Stock on August 8, 2022 under the Issuer’s Dividend Reinvestment Program.
Costamare Shipping Company S.A.
Costamare Shipping Company S.A. received 40 shares of Common Stock on August 8, 2022 under the Issuer’s Dividend Reinvestment Program.
Longshaw Maritime Investments S.A.
Longshaw Maritime Investments S.A. received 9,425 shares of Common Stock on August 8, 2022 under the Issuer’s Dividend Reinvestment Program.
During the period June 16, 2022 through July 14, 2022, Longshaw Maritime Investments S.A. acquired shares of Common Stock in the following
transactions:
| Trade Date | Amount of Shares | Price per Share | Where/How Effected |
| 6/16/2022 | 50,000 | 11.98 | Open Market |
| 6/22/2022 | 50,000 | 11.99 | Open Market |
| 6/23/2022 | 43,310 | 11.58 | Open Market |
| 6/28/2022 | 12,000 | 12.45 | Open Market |
| 6/29/2022 | 49,825 | 11.90 | Open Market |
| 6/30/2022 | 11,255 | 11.77 | Open Market |
| 7/7/2022 | 50,000 | 11.80 | Open Market |
| 7/7/2022 | 50,000 | 11.09 | Open Market |
| 7/7/2022 | 28,673 | 10.90 | Open Market |
| 7/11/2022 | 50,000 | 10.89 | Open Market |
| 7/11/2022 | 21,756 | 10.78 | Open Market |
| 7/12/2022 | 28,244 | 10.78 | Open Market |
| 7/12/2022 | 50,000 | 10.79 | Open Market |
| 7/12/2022 | 19,090 | 10.78 | Open Market |
| 7/13/2022 | 30,910 | 10.70 | Open Market |
| 7/14/2022 | 50,000 | 10.69 | Open Market |
Costamare Shipping Services Ltd.
Costamare Shipping Services Ltd. received 50,243 shares of Common Stock on August 8, 2022 under the Issuer’s Dividend Reinvestment Program.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| Item 7. | Material to Be Filed as Exhibits |
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.
Date: August 11, 2022
| By: | /s/ Konstantinos Konstantakopoulos | |||
| Name: | Konstantinos Konstantakopoulos | |||
| KENT MARITIME INVESTMENTS S.A. | ||||
| By: | /s/ Konstantinos Konstantakopoulos | |||
| Name: | Konstantinos Konstantakopoulos | |||
| COSTAMARE SHIPPING COMPANY S.A. | ||||
| By: | /s/ Konstantinos Konstantakopoulos | |||
| Name: | Konstantinos Konstantakopoulos | |||
| LONGSHAW MARITIME INVESTMENTS S.A. | ||||
| By: | /s/ Konstantinos Konstantakopoulos | |||
| Name: | Konstantinos Konstantakopoulos | |||
| COSTAMARE SHIPPING SERVICES LTD. | ||||
| By: | /s/ Konstantinos Konstantakopoulos | |||
| Name: | Konstantinos Konstantakopoulos | |||
10