SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.)
DryShips Inc.
-----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
-----------------------------------------------------------------------------
(Title of Class of Securities)
Y2109Q101
-----------------------------------------------------------------------------
(CUSIP Number)
George Economou
80 Kifissias Avenue
Amaroussion 15125
Athens, Greece
011 30-210-8090570
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2006
-----------------------------------------------------------------------------
(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), 13d-1(f) or 13d-1(g), check the following box
[ ].
CUSIP No. Y2109Q101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Elios Investments Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
10,944,910
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
10,944,910
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
10,944,910
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
30.8%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. Y2109Q101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
George Economou
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Greece
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
12,163,089*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
12,163,089*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
12,163,089*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.3%
14. TYPE OF REPORTING PERSON
IN
----------
* Mr. Economou may be deemed to beneficially own 10,944,910 of these shares
through Elios Investments Inc., which is a wholly-owned subsidiary of the
Entrepreneurial Spirit Foundation, a Lichtenstein foundation, the beneficiaries
of which are Mr. Economou and members of his family. Mr. Economou may be deemed
to beneficially own 963,667 of these shares through Sphinx Investment Corp., a
Marshall Islands corporation, of which Mr. Economou is the controlling person.
Mr. Economou may be deemed to beneficially own 254,512 of these shares through
Goodwill Shipping Company Limited, a Malta corporation, of which Mr. Economou is
the controlling person.
CUSIP No. Y2109Q101
---------------------
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
The name of the issuer is DryShips Inc., a Marshall Islands corporation
(the "Issuer"). The address of the Issuer's offices is 80 Kifissias Avenue,
Amaroussion 15125, Athens, Greece. This schedule relates to the Issuer's common
stock (the "Shares").
--------------------------------------------------------------------------------
Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by Elios Investments Inc. and
George Economou (the "Reporting Persons"). Elios Investments Inc.'s registered
address is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Marshall Islands MH 96960. George Economou's business address is 80 Kifissias
Avenue, Amaroussion 15125, Athens, Greece. George Economou is the Chief
Executive Officer, President and Chairman of the Board of Directors of the
Issuer.
(d) The Reporting Persons have not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Persons have not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, 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.
As of the date hereof, Elios Investments Inc. may be deemed to beneficially
own 10,944,910 Shares. The source of funds used by Elios Investments Inc. to
purchase the securities reported herein is the working capital of Elios
Investments Inc.
As of the date hereof, George Economou may be deemed to beneficially own
12,163,089 Shares. The source of funds used by Sphinx Investment Corp., of which
George Economou is the controlling person, to purchase the securities reported
herein is a margin account with Goldman Sachs International. The Shares issued
to Goodwill Shipping Company Limited, of which George Economou is the
controlling person, were issued in exchange for the extinguishment of debt
related to the Issuer's acquisition of the MV Hille Oldendorff.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
Elios Investments Inc. holds its Shares for investment purposes. The Shares
that George Economou may be deemed to beneficially own are held for investment
purposes, but as the Chief Executive Officer, President and Chairman of the
Board of Directors of the Issuer, George Economou controls the management and
policies of the Issuer. In the future, George Economou may be involved in and
may plan for his involvement in any or all of the following:
(1) the acquisition of additional Shares of the Issuer, or the disposition of
Shares of the Issuer;
(2) any extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer;
(3) a sale or transfer of a material amount of assets of the Issuer;
(4) any material change in the present capitalization or dividend policy of the
Issuer;
(5) any other material change in the Issuer's business or corporate structure;
(6) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(7) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted on an inter-dealer
quotation system of a registered national securities association;
(8) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; and/or
(9) any action similar to those enumerated above.
Any future decision of George Economou to take any such actions with
respect to the Issuer or its securities will take into account various factors,
including the prospects of the Issuer, general market and economic conditions
and other factors deemed relevant.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Elios Investments Inc. owns 10,944,910 Shares, or
30.8% of the Shares, based upon 35,490,097 Shares outstanding as of November 20,
2006, according to the Issuer's Form 6-K filed on November 22, 2006.
Elios Investments Inc. has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 10,944,910 Shares;
has the sole power to dispose or direct the disposition of 0 Shares; and has
shared power to dispose or direct the disposition of 10,944,910 Shares.
As of the date hereof, George Economou may be deemed to be the beneficial
owner of 12,163,089 Shares, or 34.3% of the Shares, based upon 35,490,097 Shares
outstanding as of November 20, 2006, according to the Issuer's Form 6-K filed on
November 22, 2006.
George Economou has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 12,163,089 Shares; has the
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 12,163,089 Shares.
George Economou and Entrepreneurial Spirit Foundation previously filed a
Schedule 13G with respect to the Issuer's common stock on April 10, 2006. Prior
to the transfer of all of its Shares to Elios Investments Inc. on February 14,
2006, Entrepreneurial Spirit Foundation owned 10,780,000 Shares. George Economou
and Elios Investments Inc. are filing this Schedule 13D as a result of acquiring
beneficial ownership of more than 2% of the Issuer's securities within a
12-month period.
The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by the Reporting
Persons are set forth in Exhibit B. The Issuer issued 164,910 Shares to Elios
Investments Inc. at the request of Elios Investment Inc. to reinvest its
dividend payment in the Issuer's common stock. The Issuer issued 254,512 Shares
to Goodwill Shipping Company Limited in payment of a seller's credit in
connection with the acquisition of the MV Hille Oldendorff. Sphinx Investment
Corp. purchased 963,667 Shares effected in broker transactions.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Neither Elios Investments Inc. nor Goodwill Shipping Company Limited, of
which George Economou is the controlling person, has any contract, arrangement,
understanding or relationship with any person with respect to their respective
Shares. Sphinx Investment Corp., of which George Economou is the controlling
person, has a margin agreement with Goldman Sachs International. A portion of
the positions held in the margin account are pledged as collateral security for
the repayment of the debit balance in the account.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares
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.
December 8, 2006
-----------------------------
(Date)
ELIOS INVESTMENTS INC.*
BY: /s/ Dr. Renato Cefai
------------------------
Name: Dr. Renato Cefai
Title: Sole Director
/s/ George Economou
--------------------------
George Economou*
* The Reporting Persons disclaim beneficial ownership except to the extent of
their pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated December 8, 2006 relating to
the common stock of DryShips Inc. shall be filed on behalf of the undersigned.
ELIOS INVESTMENTS INC.
BY: /s/ Dr. Renato Cefai
----------------------
Name: Dr. Renato Cefai
Title: Sole Director
/s/ George Economou
---------------------------------
George Economou
December 8, 2006
Exhibit B
Transactions in the Shares
Number of Shares
Date of Transaction Purchase/(SOLD) Price of Shares
------------------- --------------- ---------------
Sphinx Investment Corp.*
11/22/2006 37,541 US$13.7978
11/24/2006 16,097 US$14.1618
11/27/2006 16,600 US$14.5822
11/28/2006 43,429 US$14.5882
11/28/2006 260,000 US$14.9491
11/29/2006 150,000 US$15.5885
11/30/2006 440,000 US$16.0213
Elios Investments Inc.
10/31/2006 164,910 US$13.0738
Goodwill Shipping Company Limited*
10/31/2006 254,512 US$13.0738
* George Economou is the controlling person of both Sphinx Investment Corp. and
Goodwill Shipping Company Limited and, therefore, may be deemed to be the
beneficial owner of these entities' Shares.
SK 23113 0002 727474