Filing Details

DryShips Inc.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

Y2109Q705
(CUSIP Number)
William S. Haft Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 +1-212-506-3740
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 4, 2017
(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 which 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 [_].
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).
* 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.

(1) Calculation based on 104,274,708 Common Shares (defined below) issued and outstanding as of October 6, 2017.

(1) Calculation based on 104,274,708 Common Shares issued and outstanding as of October 6, 2017.

(1) Calculation based on 104,274,708 Common Shares issued and outstanding as of October 6, 2017.

* Mr. Economou may be deemed to beneficially own 72,421,515 Common Shares as follows: (i) 12,000,000 Common Shares owned by SPII Holdings Inc., a Marshall Islands corporation controlled by Mr. Economou; (ii) 45,876,061 Common Shares owned by Sierra Investments Inc., a Marshall Islands corporation controlled by Mr. Economou; and (iii) 14,545,454 Common Shares owned by Mountain Investments Inc., a corporation controlled by Mr. Economou.

(1) Calculation based on 104,274,708 Common Shares issued and outstanding as of October 6, 2017.

This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons (as defined below) on September 5, 2017 (the "Original Schedule 13D").

Item 1.

Security and Issuer

This Amendment No. 1 relates to the common shares, par value $0.01 per share (the "Common Shares") of DryShips Inc., a Marshall Islands corporation (the "Issuer"). The address of the principal executive office of the Issuer is 109 Kifissias Avenue and Sina Street, 151 24, Marousi, Athens, Greece.

Item 2.

Identity and Background

(c) The principal business of SPII, Sierra, and Mountain is acting as investment holding companies. Mr. Economou is the Chairman and Chief Executive Officer of the Issuer and Ocean Rig UDW Inc.

The name, citizenship, present principal occupation or employment and business address of each executive officer or director of SPII is set forth below.

The name, citizenship, present principal occupation or employment and business address of each executive officer or director of Sierra and Mountain is set forth below.

(d), (e) None of the Reporting Persons nor any executive officer or director of the Reporting Persons listed above, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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 violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

On August 31, 2017, the Issuer launched a rights offering (the "Rights Offering") to holders of Common Shares as of August 31, 2017 to purchase their pro rata portion of up to 36,363,636 Common Shares at a price of $2.75 per share (or $100 million). In connection with the Rights Offering, on August 29, 2017, Sierra entered into a backstop agreement (the "Backstop Agreement") to purchase from the Issuer, at $2.75 per share, the number of Common Shares offered pursuant to the Rights Offering that are not issued pursuant to existing shareholders' exercise in full of their rights. Mr. Economou and his affiliates also agreed not to exercise any rights they may have to purchase a portion of the Common Shares offered in the Rights Offering. See also Item 5 below.

Following completion of the Rights Offering and in accordance with the terms of the Backstop Agreement, the Issuer issued 36,057,876 Common Shares to Sierra on October 4, 2017. The consideration for the 36,057,876 Common Shares issued to Sierra was the write-off of approximately $99.2 million outstanding under the Issuer's outstanding unsecured credit facility, as amended, with Sierra under which the Issuer is the borrower.

Item 4.

Purpose of Transaction

There are no other material changes to Item 4 from the Original Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a)-(c) As of October 6, 2017, the Issuer had 104,274,708 Common Shares outstanding. Based upon the foregoing, as of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate 72,421,515 Common Shares representing 69.5% of the total outstanding Common Shares as set forth below:

⁽¹⁾ Mr. Economou may be deemed to beneficially own 72,421,515 Common Shares as follows: (1) 12,000,000 Common Shares owned by SPII; (ii) 45,876,061 Common Shares owned by Sierra; and (iii) 14,545,454 Common Shares owned by Mountain. SPII, Sierra and Mountain are entities controlled by Mr. Economou.

Except as described above, no other Common Shares are beneficially owned by the persons named in Item 2.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On August 29, 2017, SPII, Sierra, Mountain and Sifnos Shareholders Inc. ("Sifnos"), a Marshall Islands corporation controlled by Mr. Economou, entered into a private placement purchase agreement (the "Private Placement Purchase Agreement") with the Issuer to purchase $100 million of the Common Shares at $2.75 per share (the "Private Placement"). The Private Placement closed on August 29, 2017, when the Issuer issued 12,000,000 Common Shares, 9,818,182  Common Shares and 14,545,454 Common Shares to SPII, Sierra and Mountain, respectively, as consideration for: (i) 100% of the issued and outstanding equity interests of Shipping Pool Investors Inc., which directly holds a 49% interest in Heidmar Holdings LLC, a global tanker pool operator, from SPII; (ii) the termination of the participation rights set forth in the Deed of Participation dated May 23, 2017 issued by the Issuer providing certain participation rights to Mountain; (iii) forfeiture by Sifnos of all outstanding shares of Series D Preferred Stock (which carry 100,000 votes per share) of the Issuer that Sifnos held prior to the closing of the Private Placement; and (iv) the reduction in principal outstanding balance by $27 million of the Issuer's unsecured credit facility, as amended, with Sierra under which the Issuer is the borrower. The Private Placement Purchase Agreement provides, in relevant part, that SPII, Sierra and Mountain shall not re-sell any Common Shares each of them received in the Private Placement from August 29, 2017 until the close of trading on the date that is six (6) months after the closing of the Rights Offering (i.e., until April 4, 2018). The description of the Private Placement Purchase Agreement in this section is qualified in its entirety by reference to the complete text of the Private Placement Purchase Agreement, which is incorporated by reference herein. See Exhibit B.

Except as described herein, the Reporting Persons do not have any other contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.

Item 7.

Materials to be Filed as Exhibits

Exhibit A: Joint Filing Agreement.

Exhibit B: Private Placement Purchase Agreement, dated August 29, 2017, by and between the Issuer, SPII, Mountain, Sierra, Sifnos and Mountain (incorporated by reference from the Issuer's Current Report on Form 6-K furnished to the Commission on August 29, 2017).

Exhibit C: Backstop Agreement, dated August 29, 2017, by and between the Issuer and Sierra (incorporated by reference to the Issuer's Current Report on Form 6-K furnished to the Commission on August 31, 2017).

SIGNATURES

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.

*          The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).