Common Stock, par value $0.01, per share
|
(Title of Class of Securities)
|
Y2109Q101 (Common Shares)
|
(CUSIP Number)
|
William S. Haft
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019-6142
+1-212-506-3740
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
March 24, 2016
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
George Economou
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
|
|
WC, BK, OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Greece
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
4,722,685 Common Shares (1)(2)
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
4,722,685 Common Shares (1)(2)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
4,722,685 Common Shares (1)(2)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
17.6%
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
||
CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Sifnos Shareholders Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
|
|
WC
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of the Marshall Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
0 Common Shares(3)
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
0 Common Shares(3)
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
0 Common Shares (3)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
0%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
||
CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Elios Investments Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
|
||
WC
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of the Marshall Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
437,796 Common Shares
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
437,796 Common Shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
437,796 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)
|
|
1.6%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Fabiana Services S.A.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of the Marshall Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
752,000 Common Shares
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
752,000 Common Shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
752,000 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)
|
|
2.8%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Sphinx Investment Corp.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of the Marshall Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
2,324,226 Common Shares
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
2,324,226 Common Shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,324,226 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)
|
|
8.6%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Goodwill Shipping Company Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
|
|
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of the Malta
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
10,180 Common Shares
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
10,180 Common Shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10,180 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)
|
|
0.04%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
Y2109Q101
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Entrepreneurial Spirit Holdings Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
[X]
|
(b)
|
[_]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
|
|
SC
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Republic of Liberia
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7.
|
SOLE VOTING POWER
|
|
0 Common Shares
|
8.
|
SHARED VOTING POWER
|
|
1,198,483 Common Shares
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0 Common Shares
|
10.
|
SHARED DISPOSITIVE POWER
|
|
1,198,483 Common Shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,198,483 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)
|
|
4.5%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
Y2109Q101
|
Exhibit A:
|
Agreement between the Reporting Persons to file jointly.
|
/s/ George Economou
|
||
George Economou*
|
||
ELIOS INVESTMENTS INC.
|
||
BY:
|
/s/ Dr. Renato Cefai
|
|
Name:
|
Dr. Renato Cefai
|
|
Title:
|
Sole Director
|
|
FABIANA SERVICES S.A.
|
||
BY:
|
/s/ Andri Papadopoulou
|
|
Name:
|
Andri Papdopoulou
|
|
Title:
|
Sole Director
|
|
GOODWILL SHIPPING COMPANY LIMITED
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
|
SPHINX INVESTMENT CORP.
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
|
ENTREPRENEURIAL SPIRIT HOLDINGS INC.
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
|
SIFNOS SHAREHOLDERS INC.
|
||
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
*
|
The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
|
/s/ George Economou
|
|
George Economou
|
ELIOS INVESTMENTS INC.
|
||
BY:
|
/s/ Dr. Renato Cefai
|
|
Name:
|
Dr. Renato Cefai
|
|
Title:
|
Sole Director
|
FABIANA SERVICES S.A.
|
||
BY:
|
/s/ Andri Papadopoulou
|
|
Name:
|
Andri Papadopoulou
|
|
Title:
|
Sole Director
|
GOODWILL SHIPPING
COMPANY LIMITED |
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
SPHINX INVESTMENT CORP.
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
ENTREPRENEURIAL SPIRIT HOLDINGS INC.
|
||
BY:
|
MARE SERVICES LIMITED
|
|
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|
SIFNOS SHAREHOLDERS INC.
|
||
BY:
|
/s/ Dr. Adriano Cefai
|
|
Name:
|
Dr. Adriano Cefai
|
|
Title:
|
Director of Mare Services Limited
|