Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
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SEANERGY MARITIME HOLDINGS CORP.
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
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Y 73760301
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(CUSIP Number)
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Alastair Macdonald
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Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Tel: (441) 295-5913
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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February 24, 2020
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(Date of Event which Requires Filing of this Statement)
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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), Rule 13d-1(f) or Rule
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 Rule 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).
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Schedule 13D
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CUSIP No.
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Y 73760301
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1
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NAMES OF REPORTING PERSONS
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Jelco Delta Holding Corp.
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒ | ||||
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||||
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3
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SEC USE ONLY
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Marshall Islands
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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||||
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8
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SHARED VOTING POWER
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12,571,992 (1)
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||||
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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12,571,992(1)
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,571,992 (1)
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.6%
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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||||
| (1) |
Includes (i) 281,481 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) which Jelco Delta Holding Corp. (“Jelco”) may be deemed to beneficially own, issuable upon exercise of a
conversion option pursuant to the Convertible Promissory Note dated March 12, 2015 as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, issuable upon
exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially
own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, and (iv) 1,823,529 shares of Common Stock of the Issuer which Jelco may be
deemed to beneficially own, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer, issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer.
See Item 3.
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2
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Schedule 13D
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CUSIP No.
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Y 73760301
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1
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NAMES OF REPORTING PERSONS
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Comet Shipholding 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)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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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 ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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53,701
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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53,701
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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53,701
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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3
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Schedule 13D
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CUSIP No.
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Y 73760301
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1
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NAMES OF REPORTING PERSONS
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Claudia Restis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Italy
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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|||
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8
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SHARED VOTING POWER
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12,625,693 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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12,625,693 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,625,693 (1)
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.6%
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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| (1) |
Claudia Restis may be deemed to beneficially own 12,571,992 shares of Common Stock of the Issuer through Jelco and 53,701 shares of Common Stock of the Issuer through Comet Shipholding Inc. (“Comet”), each through a
revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco include (i) 281,481 shares of Common Stock, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note
dated March 12, 2015, as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by
the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, and (iv) 1,823,529
shares of Common Stock of the Issuer, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the
Issuer. See Item 6.
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4
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Schedule 13D
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CUSIP No.
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Y 73760301
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INTRODUCTION
This Amendment No. 22 to Schedule 13D further amends the Schedule 13D originally filed on March 12, 2015 by the Reporting Persons (as defined in Item 2), to reflect the change in beneficial ownership of
the Common Stock (as defined in Item 1), based on information provided by the Issuer (as defined in Item 1) regarding an increase in the number of shares of Common Stock outstanding.
This Amendment No. 22 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons, as the Reporting Persons beneficially own less than five percent of the
Common Stock of the Issuer.
| ITEM 1. |
Security and Issuer.
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This statement relates to the common stock, par value $0.0001 per share (“Common Stock”) issued by Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Issuer”), whose principal
executive offices are located at 154 Vouliagmenis Avenue, Glyfada 16674, Athens, Greece.
| ITEM 2. |
Identity and Background.
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(a) – (c), (f) This statement is being filed by each of the persons identified below (collectively the “Reporting Persons”):
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Name
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Address
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Jurisdiction of Incorporation or
Place of Citizenship
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Principal Business
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Jelco Delta Holding Corp.
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c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
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Marshall Islands
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Investments
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Comet Shipholding Inc.
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c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
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Marshall Islands
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Investments
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Claudia Restis (1)
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c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
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Italy
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Business and Philanthropy
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(1) Claudia Restis is the beneficial owner of 100% of the capital stock of each of the corporate Reporting Persons through a revocable trust of which she is beneficiary.
(c) Except as set forth herein, no other transactions in the Common Shares were effected by the persons enumerated in Item 2 during the past 60 days.
(d) – (e) None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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 violations with respect to such laws.
5
| ITEM 3. |
Source and Amount of Funds or Other Consideration.
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There are no material changes to Item 3 from the Schedule 13D/A filed with the Commission on November 8, 2019.
| ITEM 4. |
Purpose of Transaction.
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There are no material changes to Item 4 from the Schedule 13D/A filed with the Commission on November 8, 2019.
Except as set forth above and as previously disclosed in the original Schedule 13D filed with the Commission on March 12, 2015, no Reporting Person has any present plans or proposals which relate to or
would result in the occurrence of any of the events described in Item 4 (a) through (j) of Schedule 13D.
| ITEM 5. |
Interest in Securities of the Issuer.
|
(a) – (b) Based on information provided by the Issuer, the Issuer had 480,105,689 shares of Common Stock outstanding as of the date hereof. Based upon the foregoing, as of the date hereof, the
Reporting Persons’ beneficial ownership is as set forth below:
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Percentage of Shares
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Voting
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Dispositive
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||||||||||||||||||||
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Name
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Beneficially Owned
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Sole
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Shared
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Sole
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Shared
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|||||||||||||||||
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Jelco Delta Holding Corp.
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2.6
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%
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0
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12,571,992
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(1)
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0
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12,571,992
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(1)
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|||||||||||||
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Comet Shipholding Inc.
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0.0
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%
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0
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53,701
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0
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53,701
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||||||||||||||||
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Claudia Restis
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2.6
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%
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0
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12,625,693
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(1)(2)
|
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0
|
12,625,693
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(1)(2)
|
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||||||||||||
| (1) |
Includes (i) 281,481 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015 as amended,
issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended,
issued by the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as
amended, issued by the Issuer to Jelco, and (iv) 1,823,529 shares of Common Stock which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer, issued to
Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer. See Item 3.
|
| (2) |
Claudia Restis may be deemed to beneficially own 12,571,992 shares of Common Stock of the Issuer through Jelco and 53,701 shares of Common Stock of the Issuer through Comet, each through a revocable trust of which
she is beneficiary.
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(c) N/A
(d) N/A
(e) Based on information provided by the Issuer, as a result of the issuance of common shares by the Issuer on May 7, 2020, the Reporting Persons ceased to be the beneficial owner
of more than five percent of the Common Shares of the Issuer. The filing of this Amendment No. 22 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
| ITEM 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
There are no material changes to Item 6 from the Schedule 13D/A filed with the Commission on November 8, 2019.
| ITEM 7. |
Materials to be Filed as Exhibits.
|
N/A
6
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: June 26, 2020
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By:
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/s/ Alastair Macdonald
|
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Name:
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Alastair Macdonald
|
||
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Title:
|
President
|
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COMET SHIPHOLDING INC.
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By:
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/s/ Alastair Macdonald
|
||
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Name:
|
Alastair Macdonald
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||
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Title:
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President
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/s/ Claudia Restis
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|||
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Claudia Restis
|
|||
7