Sec Form 13D Filing - SEA CONSOLIDATION S A OF PANAMA filing for TSAKOS ENERGY NAVIGATION LTD (TNP) - 2022-05-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

(Amendment No. 14)*

TSAKOS ENERGY NAVIGATION LIMITED

(Name of Issuer)

Common Shares, par value $5.00 per share

(Title of Class of Securities)

G9108L173

(CUSIP Number)

George Saroglou

c/o Tsakos Energy Navigation Limited

367 Syngrou Avenue 175 64

P. Faliro, Athens, Greece

011 30210 940 7710

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With Copies To:

Finnbarr D. Murphy, Esq.

Goodwin Procter LLP

620 Eighth Avenue

New York, New York 10018

(212) 459-7257

April 28, 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 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. G9108L173

CUSIP No. G9108L173

CUSIP No. G9108L173

CUSIP No. G9108L173

CUSIP No. G9108L173

CUSIP No. G9108L173

THIS STATEMENT CONSTITUTES AMENDMENT NO. 14 TO THE SCHEDULE 13D PREVIOUSLY FILED

Item 1 is hereby amended and restated in its entirety as follows:

This Amendment No. 14 (“Amendment No. 14”) to Schedule 13D (originally filed on March 20, 2002, and subsequently amended on August 30, 2005, November 16, 2005, March 29, 2006, June 30, 2006, January 12, 2007, January 13, 2009, October 14, 2011, January 31, 2012, February 27, 2014, September 15, 2014, October 22, 2014 and April 5, 2016 and April 12, 2018 (the “Schedule 13D”)) relates to the common shares, par value $5.00 per share (“Common Shares”), of Tsakos Energy Navigation Limited, an exempted company organized under the laws of Bermuda (the “Company”). The principal executive office of the Company is located at 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece. Information given in response to each item below shall be deemed incorporated by reference in all other items below. Capitalized terms used herein and not otherwise defined in this Amendment No. 14 shall have the meanings set forth in the Schedule 13D.

This Amendment No. 14 is being filed by the Reporting Persons to update the percentage of Common Shares of the Company beneficially owned by the Reporting Persons to reflect dilution in percentage ownership based on the revised total number of outstanding Common Shares, as reported by the Issuer in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022. This Amendment No. 14 also updates the number of shares held by the Reporting Persons for the 1-for-5 reverse stock split effected by the Company on July 1, 2020 and the acquisitions of Common Shares described herein, and adds Tsakos Energy Management Limited as a reporting person due to its acquisition of Common Shares.

All share amounts reflect the 1-for-5 reverse stock split effected by the Company on July 1, 2020.

Item 2 is hereby amended and restated in its entirety as follows:

(a) This Amendment No. 14 is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) among Sea Consolidation S.A. of Panama, a company organized under the laws of Panama (“Sea Consolidation”), Intermed Champion S.A. of Panama, a company organized under the laws of Panama (“Intermed”), Methoni Shipping Company Limited, a company organized under the laws of Liberia (“Methoni”), Tsakos Energy Management Limited, a company organized under the laws of Liberia (“TEM ”), Panayotis Tsakos and Nikolas P. Tsakos (sometimes collectively referred to as the “Reporting Persons”) which persons may be deemed, but are not conceded, to constitute a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934.

(b) The principal business of Sea Consolidation, Intermed and Methoni is investing in equity securities and related investment strategies. The principal business of TEM is providing management services to the Company.

(c) The address of the principal office of Methoni is 80 Broad Street, Monrovia, Liberia. The address of the principal office of each of Sea Consolidation and Intermed is Vives Y Associados, Campo Alegre, Beatriz M. Cabal St., Edif. Proconsa II, Piso 8, Panama. The address of the principal office of TEM is 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece.

(d) Attached as Schedule A is the name, principal occupation (where applicable), business address and citizenship of each member, executive officer and/or director of Sea Consolidation, Intermed, Methoni and TEM. All of the outstanding common stock of TEM is owned by Nikolas P. Tsakos. Schedule A is incorporated into and made a part of this Amendment No. 14.

Panayotis Tsakos is an individual of Greek citizenship who is self employed in the shipping industry.

Nikolas P. Tsakos is an individual of Greek citizenship who is the President and Chief Executive Officer of the Company.

(e) During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(f) During the last five years, none of the Reporting Persons nor any person listed on Schedule A was 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 is hereby amended by adding the f ollowing paragraph:

Between September 7, 2018 and December 17, 2021, Sea Consolidation acquired an aggregate of 195,000 Common Shares in open market purchases executed through the New York Stock Exchange for aggregate consideration of $2,368,633.77. Between April 20, 2021 and May 11, 2021, Intermed acquired an aggregate of 267,500 Common Shares in open market purchases executed through the New York Stock Exchange for aggregate consideration of $2,535,245.31. Between September 17, 2018 and January 28, 2022, Methoni acquired an aggregate of 353,702 Common Shares in open market purchases executed through the New York Stock Exchange for aggregate consideration of $4,237,120.56. On February 17, 2020, Nikolas P. Tsakos acquired 800 Common Shares for aggregate consideration of $12,040 in a private sale transaction. Between July 14, 2021 and May 13, 2022, TEM acquired an aggregate of 670,000 Common Shares in open market purchases executed through the New York Stock Exchange for aggregate consideration of $5,727,086.98.

Each of Sea Consolidation, Intermed, Methoni and TEM obtained such funds for these purchases from amounts contributed to it from its respective shareholders.

Item 4 is hereby amended by adding the following paragraph:

Each of Sea Consolidation, Intermed, Methoni, TEM and Nikolas P. Tsakos acquired 195,000 Common Shares, 267,500 Common Shares, 353,702 Common Shares, 670,000 Common Shares and 800 Common Shares, respectively, to increase its investment in the Company. Each of Sea Consolidation, Intermed, Methoni, TEM and Nikolas P. Tsakos is holding its Common Shares solely for investment purposes and each has no plans or proposals with respect to any material change in the Company’s business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D.

Each of the Reporting Persons reserve the right to change their intentions, as they deem appropriate. Depending on market conditions and other factors that they may deem material, each of the Reporting Persons may, in privately negotiated transactions, in the open market or otherwise, purchase additional Common Shares and/or related securities, dispose of all or a portion of the Common Shares or related securities that they now beneficially owns or may acquire hereafter, and/or enter into transactions that increase or hedge their economic exposure to the Common Shares without affecting their beneficial ownership.

Item 5 is hereby amended and restated in its entirety as follows:

(a) As of the date of this filing, the Reporting Persons beneficial ownership of the Common Shares is as follows:

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act, and together with Redmont Trading Corp. (“Redmont”), First Tsakos Investments Inc. (“First Tsakos”) and Tsakos Holdings Foundation, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission that a group exists. According to Amendment No. 14 to Schedule 13D filed by Redmont, First Tsakos and the other reporting persons named therein concurrently herewith, Redmont and First Tsakos beneficially and of record, own 738,001 and 2,425,002 Common Shares, respectively. Together, the group would be deemed to beneficially own 7,486,805 Common Shares, constituting 26.6% of the outstanding common shares of the Company.

(b) The responses of the Reporting Persons to Items (7) through (11) of the portions of pages 2 through 7 hereto which relate to Common Shares beneficially owned are incorporated herein by reference.

(c) See the response to Item 3, which is incorporated by reference herein. Each such transaction effected on or after February 28, 2022, each of which was an open market purchase by TEM, is detailed on Schedule B hereto.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

Not applicable.

Item 7 is hereby amended by adding the following exhibit:

Exhibit 1: Joint Filing Agreement, dated May 23, 2022, among Sea Consolidation S.A. of Panama, Intermed Champion S.A. of Panama, Methoni Shipping Company Limited, Tsakos Energy Management Limited, Panayotis Tsakos and Nikolas P. Tsakos.

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SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 23, 2022

SCHEDULE A

Sea Consolidation S.A. of Panama

Intermed Champion S.A. of Panama

Methoni Shipping Company Limited

Tsakos Energy Management Limited

SCHEDULE B

EXHIBIT INDEX

The following is filed as an Exhibit to this Amendment No. 14:

Exhibit 1: Joint Filing Agreement, dated May 23, 2022, among Sea Consolidation S.A. of Panama, Intermed Champion S.A. of Panama, Methoni Shipping Company Limited, Tsakos Energy Management Limited, Panayotis Tsakos and Nikolas P. Tsakos.