sc13dza
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 8)
DryShips Inc.
(Name of Issuer)
Common Stock, par value $0.01, per share
(Title of Class of Securities)
Y2109Q101
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)
February 16, 2010
(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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box o.
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* |
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The remainder of this cover page shall be filled out for a reporting
persons 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).
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
George Economou |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC, BK, OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Greece
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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44,931,746 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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44,931,746 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON* |
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44,931,746 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11 |
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13.9% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
(1) Mr. Economou may be deemed to beneficially own 44,931,746 common shares (Common Shares) of DryShips Inc. (the Company) consisting of:
(i) 10,944,910 Common Shares owned by Elios Investments Inc.
(Elios), a wholly-owned subsidiary of the Entrepreneurial Spirit Foundation,
a Lichtenstein foundation controlled by Mr. Economou, the beneficiaries of which are Mr.
Economou and members of his family (the Foundation), 5,500,000 Common
Shares owned by Fabiana Services S.A., a Marshall Islands corporation controlled by Mr. Economou
(Fabiana) and 254,512 Common Shares owned by Goodwill Shipping Company Limited,
a Malta corporation controlled by Mr. Economou (Goodwill);
(ii) 963,667 Common Shares owned by Sphinx Investment Corp.,
a Marshall Islands corporation controlled by Mr. Economou (Sphinx) and 3,500,000 Common
Shares that are issuable upon the exercise of 3,500,000 warrants that are also owned by Sphinx, all of
which, (a) are immediately exercisable at an average exercise price of $22.50 per Common Share other than
500,000 warrants that are exercisable on October 8, 2010 at an exercise price of $30 per Common Share and (b) expire on April 7, 2014; and
(iii) 23,768,657 Common Shares that are issuable upon the conversion
of 33,955,224 shares of Series A Convertible Preferred Stock of the Company owned by the
Entrepreneurial Spirit Holdings Inc., a Liberian Corporation that is wholly-owned by the Foundation
(Entrepreneurial Spirit Holdings), in accordance with the terms and subject
to the conditions contained in the Securities Purchase Agreement, dated July 9, 2009,
by and between the Company and Entrepreneurial Spirit Holdings and the sellers named therein (the Securities Purchase Agreement).
The warrants referenced in (ii) above are included in Exhibit 3 to the
Schedule 13D/A that was filed with the Securities and Exchange Commission (the Commission) on April 9, 2010 and the Securities Purchase Agreement referenced in (iii) above was included in Exhibit C to the Schedule 13D/A that was filed with the Commission on March 17, 2009.
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Elios Investments Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Republic of the Marshall Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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10,944,910 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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10,944,910 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON* |
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10,944,910 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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3.7% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fabiana Services S.A. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Republic of the Marshall Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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5,500,000 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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5,500,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON* |
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5,500,000 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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1.9% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sphinx Investment Corp. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Republic of the Marshall Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,463,667 (2) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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4,463,667 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON* |
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4,463,667 (2) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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1.5% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
(2) As mentioned above, these Common Shares consist of: (i)
963,667 Common Shares, and (ii) 3,500,000 Common Shares that are issuable upon the exercise of 3,500,000 warrants, all
of which, (a) are immediately exercisable at an average exercise price of $22.50 per Common Share other than
500,000 warrants that are exercisable on October 8, 2010 at an exercise price of $30 per Common Share and (b) expire on April 7, 2014.
TABLE OF CONTENTS
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1 |
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NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Goodwill Shipping Company Limited |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Republic of Malta
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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254,512 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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254,512 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON* |
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254,512 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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0.09% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Entrepreneurial Spirit Holdings Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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SC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Republic of Liberia
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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23,768,657 (3) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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23,768,657 (3) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON* |
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23,768,657 (3) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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7.5% |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
(3) As mentioned above,
these 23,768,657 Common Shares are issuable upon the conversion of
33,955,224 shares of Series A Convertible Preferred Stock of the Company, in accordance with the terms and subject to the conditions contained in the Securities Purchase Agreement.
CUSIP No. Y2109Q101
The purpose of this Amendment No. 8 to the Schedule 13D is to (i) correct the ownership percentages
that were previously reported by certain Reporting Persons in Amendment No. 7 to the Schedule 13D
that was filed with the Commission on March 15, 2010, and (ii) report the entry by George Economou,
one of the Reporting Persons, into a lock-up agreement with Deutsche Bank Securities, Inc.
(Deutsche Bank), which is described in Item 6 herein. As of the date hereof, no Common Shares
were acquired by the Reporting Persons that have not been previously reported.
Item 1. Security and Issuer.
No material change from the Schedule 13D/A filed with the Commission on March 15, 2010.
Item 2. Identity and Background.
No material change from the Schedule 13D/A filed with the Commission on March 15, 2010.
Item 3. Source and Amount of Funds or Other Consideration.
No material change from the Schedule 13D/A filed with the Commission on March 15, 2010.
Item 4. Purpose of Transaction.
No material change from the Schedule 13D/A filed with the Commission on March 15, 2010.
Item 5. Interest in Securities of the Issuer.
According to American Stock Transfer & Trust Company, the Companys transfer agent, there were
294,830,621 Common Shares issued and outstanding as of September 2, 2010. Based on the foregoing,
the Reporting Persons report beneficial ownership of the following Common Shares:
Mr. Economou may be deemed to beneficially own 44,931,746 Common Shares representing approximately
13.9% of the total outstanding Common Shares. This percentage ownership is based on 322,099,278
Common Shares outstanding, which is calculated for Schedule 13D purposes by taking the sum of (i)
294,830,621 Common Shares outstanding, 23,768,657 Common Shares related to the potential conversion
of the 33,955,224 shares of Series A Convertible Preferred Stock of the Company held by
Entrepreneurial Spirit Holdings and 3,500,000 Common Shares issuable upon the potential exercise of
warrants to purchase the same number of Common Shares held by Sphinx. Mr. Economou has the sole
power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote
of 44,931,746 Shares. Mr. Economou has the sole power to dispose or direct the disposition of 0
Shares and has shared power to dispose or direct the disposition of 44,931,746 Shares.
Elios may be deemed to beneficially own 10,944,910 Common Shares representing 3.7% of the total
outstanding Common Shares. Elios has the sole power to vote or direct the vote of 0 Shares and has
the shared power to vote or direct the vote of 10,944,910 Common Shares. Elios has the sole power
to dispose or direct the disposition of 0 Common Shares the shared power to dispose or direct the
disposition of 10,944,910 Common Shares.
Fabiana may be deemed to beneficially own 5,500,000 Common Shares representing 1.9% of the total
outstanding Common Shares. Fabiana has the sole power to vote or direct the vote of 0 Shares and
the shared power to vote or direct the vote of 5,500,000 Shares. Fabiana has the sole power to
dispose or direct the disposition of 0 Common Shares and has shared power to dispose or direct the
disposition of 5,500,000 Common Shares.
Sphinx may be deemed to beneficially own 4,463,667 Common Shares representing 1.5% of the total
outstanding Common Shares. This percentage ownership is based on 298,330,621 Common Shares
outstanding, which is calculated for Schedule 13D purposes by taking the sum of (i) 294,830,621
Common Shares outstanding and (ii) 3,500,000 Common Shares issuable upon the potential exercise of
warrants to purchase the same number of Common Shares held by Sphinx. Sphinx has the sole power to
vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 4,463,667
Shares. Sphinx has the sole power to dispose or direct the disposition of 0 Common Shares and the
shared power to dispose or direct the disposition of 4,463,667 Common Shares.
Goodwill may be deemed to beneficially own 254,512 Common Shares representing 0.09% of the total
outstanding Common Shares. Goodwill has the sole power to vote or direct the vote of 0 Common
Shares and the shared power to vote or direct the vote of 254,512 Common Shares. Goodwill has the
sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose
or direct the disposition of 254,512 Common Shares.
Entrepreneurial Spirit Holdings beneficially owns 23,768,657 Common Shares representing 7.5% of the
total outstanding Common Shares. This percentage ownership is based on 318,599,278 Common Shares
outstanding, which is calculated for Schedule 13D purposes by taking the sum of (i) 294,830,621
Common Shares outstanding and 23,768,657 Common Shares related to the potential conversion of the
33,955,224 shares of Series A Convertible Preferred Stock of the Company held by Entrepreneurial
Spirit Holdings. Entrepreneurial Spirit Holdings has the sole power to vote or direct the vote of
0 Common Shares and the shared power to vote or direct the vote of 23,768,657 Common Shares.
Entrepreneurial Spirit Holdings has the sole power to dispose or direct the disposition of 0 Common
Shares and the shared power to dispose or direct the disposition of 23,768,657 Common Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
On September 7, 2010, George Economou entered into a lock-up agreement with Deutsche Bank in
connection with a public at the market offering by the Company, whereby Mr. Economou agreed, among
other things, not to sell, pledge or transfer the economic ownership of any Common Shares until
December 6, 2010, without the prior written consent of Deutsche Bank as sales agent for the
offering. This lock-up agreement is attached hereto as Exhibit B.
Other than as described in the paragraph above, there have been no material changes from the
Schedule 13D/A that was filed with the Commission on March 15, 2010.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly.
Exhibit B: Lock-Up Agreement dated September 7, 2010
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete and correct.
Dated: September 7, 2010
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/s/ George Economou |
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George Economou* |
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ELIOS INVESTMENTS INC. |
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BY:
Name:
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/s/ Dr. Renato Cefai
Dr. Renato Cefai
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Title:
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Sole Director |
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FABIANA SERVICES S.A. |
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BY:
Name:
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/s/ Andri Papadopoulou
Andri Papadopoulou
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Title:
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Sole Director |
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GOODWILL SHIPPING COMPANY LIMITED |
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BY: MARE SERVICES LTD. |
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BY:
Name:
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/s/ Dr. Clarissa Cefai
Dr. Clarissa Cefai
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Title:
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Director |
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SPHINX INVESTMENT CORP. |
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BY: MARE SERVICES LTD. |
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BY:
Name:
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/s/ Dr. Clarissa Cefai
Dr. Clarissa Cefai
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Title:
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Director |
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ENTREPRENEURIAL SPIRIT HOLDINGS INC. |
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BY: MARE SERVICES LTD. |
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BY:
Name:
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/s/ Dr. Clarissa Cefai
Dr. Clarissa Cefai
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Title:
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Director |
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The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary
interest therein. |