SC 13D/A

0001193125-14-040955.txt : 20140207 0001193125-14-040955.hdr.sgml : 20140207 20140207171206 ACCESSION NUMBER: 0001193125-14-040955 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140207 DATE AS OF CHANGE: 20140207 GROUP MEMBERS: COPPER LION, INC. GROUP MEMBERS: DEEP WATER HOLDINGS, LLC GROUP MEMBERS: KEVIN LEE WASHINGTON 1999 TRUST II GROUP MEMBERS: KYLE R. WASHINGTON GROUP MEMBERS: KYLE ROY WASHINGTON 1999 TRUST II GROUP MEMBERS: KYLE ROY WASHINGTON 2005 IRREVOCABLE TRUST U/A/D JULY 15 GROUP MEMBERS: ROY DENNIS WASHINGTON REVOCABLE LIVING TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Seaspan CORP CENTRAL INDEX KEY: 0001332639 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80932 FILM NUMBER: 14585264 BUSINESS ADDRESS: STREET 1: UNIT 2, 7TH FLOOR, BUPA CENTRE STREET 2: 141 CONNAUGHT ROAD WEST CITY: HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: (852) 2540 1686 MAIL ADDRESS: STREET 1: UNIT 2, 7TH FLOOR, BUPA CENTRE STREET 2: 141 CONNAUGHT ROAD WEST CITY: HONG KONG STATE: F4 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON DENNIS R CENTRAL INDEX KEY: 0001206860 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: P O BOX 73 CITY: BOISE STATE: ID ZIP: 83729 SC 13D/A 1 d672924dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. 18)

SEASPAN CORPORATION

(Name of Issuer)

Class A common shares, $.01 par value per share

(Title of Class of Securities)

Y75638109

(CUSIP Number)

Deep Water Holdings, LLC

c/o Washington Corporations

101 International Way

P.O. Box 16630

Missoula, MT 59808

(406) 523-1300

The Kyle Roy Washington 1999

Trust II

c/o Copper Lion, Inc.

199 East Pearl Ave.

Suite 102

P.O. Box 2490

Jackson, WY 83001

(307) 773-9437

The Kevin Lee Washington

1999 Trust II

c/o Copper Lion, Inc.

199 East Pearl Ave.

Suite 102

P.O. Box 2490

Jackson, WY 83001

(307) 773-9437

Kyle Roy Washington 2005 Irrevocable

Trust u/a/d July 15, 2005

c/o Copper Lion, Inc.

199 East Pearl Ave.

Suite 102

P.O. Box. 2490

Jackson, WY 83001

(307) 773-9437

Kyle Roy Washington

Seaspan Corporation

2600-200 Granville St.

Vancouver, BC

Canada V6C 1S4

(604) 638-2575

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

Copy to:

Christopher H. Cunningham

K&L Gates LLP

925 Fourth Avenue, Suite 2900

Seattle, WA 98104-1158

Phone: (206) 370-7639

Fax: (206) 370-6040

January 30, 2014

(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. x

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 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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CUSIP No. Y75638109


1.	Name of Reporting Person Deep Water Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds WC (See Item 3)
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization State of Montana
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 34,862,025 Class A Common Shares*
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 34,862,025 Class A Common Shares*
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,862,025 Class A Common Shares*
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 37.73%**
14.	Type of Reporting Person OO

For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class A Common Shares held by Deep Water Holdings, LLC (“Deep Water”), whose sole member is The Roy Dennis Washington Revocable Living Trust created under Agreement dated November 16, 1987, including all subsequent amendments, modifications and restatements (the “Dennis Washington Trust”), may be deemed to be beneficially owned by the Dennis Washington Trust and by Dennis R. Washington, as trustee of the Dennis Washington Trust. Lawrence R. Simkins, the manager of Deep Water, has voting and investment power with respect to the Class A Common Shares held by Deep Water. Mr. Simkins disclaims any beneficial ownership of the Class A Common Shares beneficially owned by Deep Water, the Dennis Washington Trust and Dennis R. Washington.

**	Based on 69,229,474 Class A Common Shares outstanding as of December 2, 2013 as reported on the Issuer’s Report on Form 6-K filed on December 11, 2013, together with 23,177,175 Class A Common Shares issued upon the automatic conversion of the Issuer’s Series A Preferred Stock on January 30, 2014.

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1.	Name of Reporting Person The Roy Dennis Washington Revocable Living Trust created under Agreement dated November 16, 1987, including all subsequent amendments, modifications and restatements
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds WC (See Item 3)
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization State of Montana
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 34,862,025 Class A Common Shares*
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 34,862,025 Class A Common Shares*
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,862,025 Class A Common Shares*
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 37.73%**
14.	Type of Reporting Person OO

For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class A Common Shares beneficially owned by The Roy Dennis Washington Revocable Living Trust created under Agreement dated November 16, 1987, including all subsequent amendments, modifications and restatements (the “Dennis Washington Trust”) may also be deemed to be beneficially owned by Dennis R. Washington, the trustee of the Dennis Washington Trust.

**	Based on 69,229,474 Class A Common Shares outstanding as of December 2, 2013 as reported on the Issuer’s Report on Form 6-K filed on December 11, 2013, together with 23,177,175 Class A Common Shares issued upon the automatic conversion of the Issuer’s Series A Preferred Stock on January 30, 2014.

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1.	Name of Reporting Person Dennis R. Washington
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds WC (See Item 3)
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 34,862,025 Class A Common Shares*
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 34,862,025 A Common Shares*
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,862,025 Class A Common Shares*
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 37.73%**
14.	Type of Reporting Person IN

For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Class A Common Shares held by Deep Water Holdings, LLC, whose sole member is The Roy Dennis Washington Revocable Living Trust created under Agreement dated November 16, 1987, including all subsequent amendments, modifications and restatements (the “Dennis Washington Trust”), may be deemed to be beneficially owned by the Dennis Washington Trust and by Dennis R. Washington, as trustee of the Dennis Washington Trust.

**	Based on 69,229,474 Class A Common Shares outstanding as of December 2, 2013 as reported on the Issuer’s Report on Form 6-K filed on December 11, 2013, together with 23,177,175 Class A Common Shares issued upon the automatic conversion of the Issuer’s Series A Preferred Stock on January 30, 2014.

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1.	Name of Reporting Person The Kyle Roy Washington 1999 Trust II
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds OO (See Item 3)
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization State of Wyoming (See Item 2)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 4,355,639 Class A Common Shares*
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 4,355,639 Class A Common Shares*
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,355,639 Class A Common Shares*
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 4.71%**
14.	Type of Reporting Person OO

As the trustee of the Kyle Roy Washington 1999 Irrevocable Trust II (the “Kyle Washington 1999 Trust”), Copper Lion, Inc. has voting and investment power with respect to the Class A Common Shares held by the Kyle Washington 1999 Trust. The Kyle Washington 1999 Trust disclaims beneficial ownership of any shares held by any other reporting person included on this Schedule 13D.

**	Based on 69,229,474 Class A Common Shares outstanding as of December 2, 2013 as reported on the Issuer’s Report on Form 6-K filed on December 11, 2013, together with 23,177,175 Class A Common Shares issued upon the automatic conversion of the Issuer’s Series A Preferred Stock on January 30, 2014.

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1.	Name of Reporting Person The Kevin Lee Washington 1999 Trust II
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds OO (See Item 3)
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization State of Wyoming (See Item 2)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 5,497,515 Class A Common Shares*
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 5,497,515 Class A Common Shares*
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,497,515 Class A Common Shares*
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 5.95%**
14.	Type of Reporting Person OO

As the trustee of The Kevin Lee Washington 1999 Trust II (the “Kevin Washington Trust”), Copper Lion, Inc. has voting and investment power with respect to the Class A Common Shares held by the Kevin Washington Trust. The Kevin Washington Trust disclaims beneficial ownership of any shares held by any other reporting person included on this Schedule 13D.

**	Based on 69,229,474 Class A Common Shares outstanding as of December 2, 2013 as reported on the Issuer’s Report on Form 6-K filed on December 11, 2013, together with 23,177,175 Class A Common Shares issued upon the automatic conversion of the Issuer’s Series A Preferred Stock on January 30, 2014.

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1.	Name of Reporting Person Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds OO (See Item 3)
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization State of Wyoming (See Item 2)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 1,411,364 Class A Common Shares*
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 1,411,364 Class A Common Shares*
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,411,364 Class A Common Shares*
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 1.53%**
14.	Type of Reporting Person OO

As the trustee of the Kyle Roy Washington 2005 Irrevocable Trust, created under agreement dated July 15, 2005, including all subsequent amendments, modifications and restatements (the “Kyle Washington 2005 Trust”), Copper Lion, Inc. has voting and investment power with respect to the Class A Common Shares held by the Kyle Washington 2005 Trust. The Kyle Washington 2005 Trust disclaims beneficial ownership of any shares held by any other reporting person included on this Schedule 13D.

**	Based on 69,229,474 Class A Common Shares outstanding as of December 2, 2013 as reported on the Issuer’s Report on Form 6-K filed on December 11, 2013, together with 23,177,175 Class A Common Shares issued upon the automatic conversion of the Issuer’s Series A Preferred Stock on January 30, 2014.

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1.	Name of Reporting Person Copper Lion, Inc.
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds WC (See Item 3)
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization State of Wyoming
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 11,264,519 Class A Common Shares*
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 11,264,519 Class A Common Shares*
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,264,519 Class A Common Shares*
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 12.19%**
14.	Type of Reporting Person CO

In its capacity as trustee of The Kyle Roy Washington 1999 Trust II (The “Kyle Washington 1999 Trust”), Copper Lion, Inc. (“Copper Lion”) has voting and investment power with respect to the Class A Common Shares held by the Kyle Washington 1999 Trust. In its capacity as trustee of The Kevin Lee Washington 1999 Trust II (the “Kevin Washington Trust”), Copper Lion has voting and investment power with respect to the Class A Common Shares held by the Kevin Washington Trust. In its capacity as trustee of the Kyle Roy Washington 2005 Irrevocable Trust, created under agreement dated July 15, 2005, including all subsequent amendments, modifications and restatements (the “Kyle Washington 2005 Trust”), Copper Lion has voting and investment power with respect to the Class A Common Shares held by the Kyle Washington 2005 Trust.

**	Based on 69,229,474 Class A Common Shares outstanding as of December 2, 2013 as reported on the Issuer’s Report on Form 6-K filed on December 11, 2013, together with 23,177,175 Class A Common Shares issued upon the automatic conversion of the Issuer’s Series A Preferred Stock on January 30, 2014.

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1.	Name of Reporting Person Kyle R. Washington
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3.	SEC Use Only
4.	Source of Funds OO (See Item 3)
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States of America (See Item 2)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 14,010 Class A Common Shares
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 14,010 Class A Common Shares
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,010 Class A Common Shares
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13.	Percent of Class Represented by Amount in Row (11) 0.02%*
14.	Type of Reporting Person IN

Based on 69,229,474 Class A Common Shares outstanding as of December 2, 2013 as reported on the Issuer’s Report on Form 6-K filed on December 11, 2013, together with 23,177,175 Class A Common Shares issued upon the automatic conversion of the Issuer’s Series A Preferred Stock on January 30, 2014. Although Kyle R. Washington holds less than 5% of shares of the Issuer (as defined in the Explanatory Statement of this report), Kyle R. Washington joins this Schedule 13D as a reporting person in light of the history of dealings between the Reporting Persons (defined below) and the disclosure regarding possible group status in Item 5 of Amendment 12 to this Schedule 13D.

Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Shares held by Kyle R. Washington, and Kyle R. Washington disclaims beneficial ownership of the shares held by the other Reporting Persons.

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EXPLANATORY STATEMENT

This Amendment No. 18 to Schedule 13D (“Amendment No. 18”) relates to Class A Common Shares, par value $0.01 per share (the “Common Shares”) of Seaspan Corporation, a corporation organized and existing under the Republic of the Marshall Islands (the “Issuer”). This Amendment No. 18 is being filed on behalf of the following persons (collectively, the “Reporting Persons”): Deep Water Holdings, LLC, The Roy Dennis Washington Revocable Living Trust created under Agreement dated November 16, 1987, including all subsequent amendments, modifications and restatements, Mr. Dennis R. Washington, The Kyle Roy Washington 1999 Trust II, The Kevin Lee Washington 1999 Trust II, the Kyle Roy Washington 2005 Irrevocable Trust created under agreement dated July 15, 2005, including all subsequent amendments, modifications and restatements, Copper Lion, Inc., and Mr. Kyle R. Washington.

This Amendment No. 18 amends and supplements the Schedule 13D previously filed with the Securities and Exchange Commission on February 11, 2009, as amended on May 15, 2009 and as subsequently amended on May 27, 2009, August 20, 2009, August 31, 2009, September 11, 2009, October 6, 2009, May 28, 2010, June 23, 2010, March 18, 2011, April 19, 2011, December 13, 2011, January 31, 2012, March 13, 2012, March 28, 2012, August 2, 2012, August 23, 2012, and January 8, 2013 (the “Schedule 13D”). This Amendment No. 18 reflects an increase in the total number of Common Shares beneficially owned by the Reporting Persons.

Unless otherwise noted, capitalized terms used herein without definitions shall have the meanings assigned to them in the Schedule 13D. Except as specifically set forth in this Amendment No. 18, the Schedule 13D remains unmodified.

On January 30, 2014, the Issuer’s Series A Preferred Shares converted automatically into Common Shares. This Amendment No. 18 includes: (i) the additional Common Shares owned by the Reporting Persons as a result of such conversion, (ii) certain Common Shares issued pursuant to the Issuer’s Dividend Reinvestment Plan in 2013, (iii) Common Shares issued in connection with Kyle R. Washington’s service on the Issuer’s Board of Directors, and (iv) certain Common Shares issued as “Fleet Growth Shares” pursuant to the Share Purchase Agreement among the Issuer and certain shareholder signatories thereto, dated as of January 27, 2012 (the “SMSL Transaction”) as well as pursuant to a Letter Agreement entered into in connection with the SMSL Transaction.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of this Schedule 13D is hereby amended and supplemented by adding the following text to the end of Item 3.

The additional Common Shares disclosed in this Amendment No. 18 were issued: (i) upon automatic conversion of shares of Series A Preferred Stock of the Issuer, (ii) pursuant to the Issuer’s Dividend Reinvestment Plan in 2013, (iii) in connection with Kyle R. Washington’s service on the Issuer’s Board of Directors, and (iv) as Fleet Growth Shares pursuant to the SMSL Transaction.

Item 4.

Purpose of Transaction

Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following text to the end of Item 4.

The Reporting Persons have acquired additional Common Shares (i) through the automatic conversion of the Issuer’s Series A Preferred Stock, (ii) pursuant to the Issuer’s Dividend Reinvestment Plan in 2013, (iii) in connection with Kyle R. Washington’s service on the Issuer’s Board of Directors, and (iv) as Fleet Growth Shares pursuant to the SMSL Transaction for investment purposes only and will continue to evaluate their ownership and voting positions in light of evolving circumstances and subject to any applicable restrictions.

Item 5.

Interest in Securities of the Issuer

(a) See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares of Common Shares and percentage of Common Shares beneficially owned by each of the Reporting Persons.

(b) See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares of Common Shares beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

(c) Schedule A hereto sets forth certain information with respect to transactions by the Reporting Persons in the Issuer’s Common Shares during the past 60 days.

(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.

Item 7.

Material to be Filed as Exhibits


10.1		Joint Filing Agreement, dated January 4, 2013, between Deep Water Holdings, LLC, The Roy Dennis Washington Revocable Living Trust created under Agreement dated November 16, 1987, including all subsequent amendments, modifications and restatements, Mr. Dennis R. Washington, The Kyle Roy Washington 1999 Trust II, the Kyle Roy Washington 2005 Irrevocable Trust created under agreement dated July 15, 2005, including all subsequent amendments, modifications and restatements, The Kevin Lee Washington 1999 Trust II, Copper Lion, Inc., and Mr. Kyle R. Washington, which was filed as Exhibit 10.2 to Amendment No. 17 to this Schedule 13D.

SIGNATURES

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


Dated: February 7, 2014		DEEP WATER HOLDINGS, LLC (1)

		/s/ Lawrence R. Simkins
		Lawrence R. Simkins, Manager

Dated: February 7, 2014		THE ROY DENNIS WASHINGTON REVOCABLE LIVING TRUST CREATED UNDER AGREEMENT DATED NOVEMBER 16, 1987, INCLUDING ALL SUBSEQUENT AMENDMENTS, MODIFICATION AND RESTATEMENTS (1)

		/s/ Dennis R. Washington
		Dennis R. Washington, Trustee

Dated: February 7, 2014		DENNIS R. WASHINGTON (1)

		/s/ Dennis R. Washington
		Dennis R. Washington

Dated: February 7, 2014		THE KYLE ROY WASHINGTON 1999 TRUST II (1)

		/s/ Christopher Hawks
		Christopher Hawks, President, Copper Lion, Inc., Trustee

Dated: February 7, 2014		THE KEVIN LEE WASHINGTON 1999 TRUST II (1)

		/s/ Christopher Hawks
		Christopher Hawks, President, Copper Lion, Inc., Trustee

Dated: February 7, 2014		KYLE ROY WASHINGTON 2005 IRREVOCABLE TRUST CREATED UNDER AGREEMENT DATED JULY 15, 2005, INCLUDING ALL SUBSEQUENT AMENDMENTS, MODIFICATIONS AND RESTATEMENTS (1)

		/s/ Christopher Hawks
		Christopher Hawks, President, Copper Lion, Inc., Trustee

Dated: February 7, 2014		COPPER LION, INC. (1)

		/s/ Christopher Hawks
		Christopher Hawks, President, Copper Lion, Inc.

Dated: February 7, 2014		KYLE R. WASHINGTON (1)

		/s/ Kyle R. Washington
		Kyle R. Washington

(1)

This amendment is being filed jointly by Deep Water Holdings, LLC, The Roy Dennis Washington Revocable Living Trust created under Agreement dated November 16, 1987, including all subsequent amendments, modifications and restatements, Mr. Dennis R. Washington, The Kevin Lee Washington 1999 Trust II, Kyle Roy Washington 2005 Irrevocable Trust created under agreement dated July 15, 2005, including all subsequent amendments, modifications and restatements, The Kyle Roy Washington 1999 Trust II, Copper Lion, Inc. and Mr. Kyle R. Washington, pursuant to the Joint Filing Agreement dated January 4, 2013 and included as Exhibit 10.2 to Amendment No. 17 to this Schedule 13D.

Schedule A

Purchase Transactions of Common Shares

By the named Reporting Person during the last 60 days


Name of Reporting Person	Date	Transaction	Number of Shares		Price per Share
The Kyle Roy Washington 1999 Trust II	January 30, 2014	Acquisition		1,390,630	Automatic Conversion of Series A Preferred Stock
	November 27, 2013	Acquisition		44,243	Dividend Reinvestment Plan
The Kevin Lee Washington 1999 Trust II	January 30, 2014	Acquisition		927,087	Automatic Conversion of Series A Preferred Stock
	January 9, 2014	Acquisition		68,391	Fleet Growth Payment
	November 27, 2013	Acquisition		67,178	Dividend Reinvestment Plan
Deep Water Holdings, LLC	January 30, 2014	Acquisition		18,541,741	Automatic Conversion of Series A Preferred Stock
	January 9, 2014	Acquisition		68,391	*
	November 27, 2013	Acquisition		242,507	Dividend Reinvestment Plan
Kyle Roy Washington 2005 Irrevocable Trust Created Under Agreement Dated July 15, 2005	January 9, 2014	Acquisition		68,391	Fleet Growth Payment
	November 27, 2013	Acquisition		20,039	Dividend Reinvestment Plan
Kyle R. Washington	January 1, 2014	Acquisition		6,110	Compensation for Service on Board of Directors

*	Purchased pursuant to the Letter Agreement between Deep Water Holdings, LLC and Thetis Holdings Ltd. in connection with the SMSL Transaction