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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
| SEANERGY MARITIME HOLDINGS CORP. |
| (Name of Issuer) |
| COMMON SHARES |
| (Title of Class of Securities) |
| Y 73760301 |
| (CUSIP Number) |
| Alastair Macdonald |
Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Tel: (441) 295-5913 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| April 14, 2021 |
| (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), 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).
| Schedule 13D | ||
| CUSIP No. | Y 73760301 |
| 1 | NAMES OF REPORTING PERSONS | ||
| Jelco Delta Holding Corp. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Marshall Islands | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | ||
| 0 | ||||
| 8 | SHARED VOTING POWER | |||
| 15,602,543 (1) | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
| 0 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| 15,602,543 (1) | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 52,424,298 (1) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 9.99% (see Item 4) | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| CO | |||
| (1) | Includes (i) 32,262,501 common shares issuable upon conversion of the Jelco Notes, (ii) 7,986,913 common shares issuable upon exercise of a common share purchase warrant at an exercise price of $0.70 per common share issued on January 8, 2021, pursuant to the SPA, (iii) 3,489,486 common shares Jelco is currently holding (including any pre-funded warrants not yet exercised), (iv) 4,285,714 common shares, and 4,285,714 common shares underlying common share purchase warrants, which Jelco has an option to acquire pursuant to the SPA, and (v) 113,970 common shares issuable upon the exercise of the Class B warrants issued to Jelco at an exercise price of $16.00 per common share. |
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| Schedule 13D | ||
| CUSIP No. | Y 73760301 |
| 1 | NAMES OF REPORTING PERSONS | ||
| Comet Shipholding Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Marshall Islands | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | ||
| 0 | ||||
| 8 | SHARED VOTING POWER | |||
| 3,356 | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
| 0 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| 3,356 | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 3,356 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 0.0% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| CO | |||
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| Schedule 13D | ||
| CUSIP No. | Y 73760301 |
| 1 | NAMES OF REPORTING PERSONS | ||
| Claudia Restis | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| (b) | ☒ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Italy | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | ||
| 0 | ||||
| 8 | SHARED VOTING POWER | |||
| 15,602,543 (1) | ||||
| 9 | SOLE DISPOSITIVE POWER | |||
| 0 | ||||
| 10 | SHARED DISPOSITIVE POWER | |||
| 15,602,543 (1) | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 52,424,298 (1) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 9.99% | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| IN | |||
| (1) | Claudia Restis may be deemed to beneficially own 52,424,298 common shares of the Issuer through Jelco and 3,356 common shares 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 Delta Holding Corp. includes (i) 32,262,501 common shares issuable upon conversion of the Jelco Notes, (ii) 7,986,913 common shares issuable upon exercise of a common share purchase warrant at an exercise price of $0.70 per common share issued on January 8, 2021, pursuant to the SPA, (iii) 3,489,486 common shares Jelco is currently holding (including any pre-funded warrants not yet exercised), (iv) 4,285,714 common shares, and 4,285,714 common shares underlying common share purchase warrants, which Jelco has an option to acquire pursuant to the SPA, and (v) 113,970 common shares issuable upon the exercise of the Class B warrants issued to Jelco at an exercise price of $16.00 per common share. |
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| Schedule 13D | ||
| CUSIP No. | Y 73760301 |
INTRODUCTION
This Amendment No. 24 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 Shares (as defined in Item 1), based on information provided by the Issuer (as defined in Item 1) regarding an increase in the number of Common Shares outstanding.
| ITEM 1. | Security and Issuer. |
This statement relates to the common shares, par value $0.0001 per share (“Common Shares”) 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. |
(a) - (c), (f) This statement is being filed by each of the persons identified below (collectively the “Reporting Persons”):
| Name | Address | Jurisdiction of Incorporation or Place of Citizenship |
Principal Business | |||
| Jelco Delta Holding Corp. | c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald |
Marshall Islands | Investments | |||
| Comet Shipholding Inc. | c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald |
Marshall Islands | Investments | |||
| Claudia Restis (1) | c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald |
Italy | Business and Philanthropy |
| (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.
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(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.
| ITEM 3. | Source and Amount of Funds or Other Consideration. |
There are no material changes to Item 3 from the Schedule 13D/A filed with the Commission on February 8, 2021.
| ITEM 4. | Purpose of Transaction. |
(a) - (b)
As of April [●], 2021, Claudia Restis may be deemed to beneficially own 52,424,298 common shares of the Issuer through Jelco and 3,356 common shares of the Issuer through Comet, each through a revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco Delta Holding Corp. include (i) 32,262,501 common shares issuable upon conversion of the Jelco Notes, (ii) 7,986,913 common shares issuable upon exercise of a common share purchase warrant at an exercise price of $0.70 per common share issued on January 8, 2021, pursuant to the SPA, (iii) 3,489,486 common shares Jelco is currently holding (including any pre-funded warrants not yet exercised), (iv) 4,285,714 common shares, and 4,285,714 common shares underlying common share purchase warrants, which Jelco has an option to acquire pursuant to the SPA, and (v) 113,970 common shares issuable upon the exercise of the Class B warrants issued to Jelco at an exercise price of $16.00 per common share.
| ITEM 5. | Interest in Securities of the Issuer. |
(a) - (b) Based on information provided by the Issuer, the Issuer had 156,181,613 common shares outstanding as of April [●], 2021. Based upon the foregoing, as of April [●], 2021, the Reporting Persons’ beneficial ownership is as set forth below:
| Percentage
of Shares Beneficially | Voting | Dispositive | ||||||||||||||||||
| Name | Owned | Sole | Shared | Sole | Shared | |||||||||||||||
| Jelco Delta Holding Corp. | 9.99 | % | 0 | 15,602,543 | (1) | 0 | 15,602,543 | (1) | ||||||||||||
| Comet Shipholding Inc. | 0.0 | % | 0 | 3,356 | 0 | 3,356 | ||||||||||||||
| Claudia Restis | 9.99 | % | 0 | 15,602,543 | (1)(2) | 0 | 15,602,543 | (1)(2) | ||||||||||||
| (1) | Includes (i) 32,262,501 common shares issuable upon conversion of the Jelco Notes, (ii) 7,986,913 common shares issuable upon exercise of a common share purchase warrant at an exercise price of $0.70 per common share issued on January 8, 2021, pursuant to the SPA, (iii) 3,489,486 common shares Jelco is currently holding (including any pre-funded warrants not yet exercised), (iv) 4,285,714 common shares, and 4,285,714 common shares underlying common share purchase warrants, which Jelco has an option to acquire pursuant to the SPA, and (v) 113,970 common shares issuable upon the exercise of the Class B warrants issued to Jelco at an exercise price of $16.00 per common share. |
| (2) | Claudia Restis may be deemed to beneficially own 52,424,298 common shares of the Issuer through Jelco Delta Holding Corp. and 3,356 common shares of the Issuer through Comet, each through a revocable trust of which she is beneficiary. |
(c) N/A
(d) N/A
(e) N/A
| 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 February 8, 2021.
| ITEM 7. | Materials to be Filed as Exhibits. | |
| N/A |
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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: April 14, 2021
| JELCO DELTA HOLDING CORP. | ||
| By: | /s/ Alastair Macdonald | |
| Name: | Alastair Macdonald | |
| Title: | President | |
| COMET SHIPHOLDING INC. | ||
| By: | /s/ Alastair Macdonald | |
| Name: | Alastair Macdonald | |
| Title: | President | |
| /s/ Claudia Restis | ||
| Name: Claudia Restis | ||
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