DryShips Inc.
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(Name of Issuer)
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Common Shares, par value $0.01 per share
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(Title of Class of Securities)
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Y2109Q705
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(CUSIP Number)
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William S. Haft
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019-6142
+1-212-506-3740
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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August 29, 2017
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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 which 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 [_].
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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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* 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.
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CUSIP No.
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Y2109Q705
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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SPII Holdings 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) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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12,000,000
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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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12,000,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,000,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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17.7%(1)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2109Q705
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Sierra Investments 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) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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9,818,185
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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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9,818,185
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,818,185
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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14.5%(1)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2109Q705
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Mountain Investments 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) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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14,545,454
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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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14,545,454
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,545,454
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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21.4%(1)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2109Q705
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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George Economou
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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Greece
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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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*36,363,639
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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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*36,363,639
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*36,363,639
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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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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53.5%(1)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2109Q705
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(a),(f)
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This statement is being filed by SPII Holdings Inc., a Marshall Islands corporation ("SPII"), Sierra Investments Inc., a Marshall Islands corporation ("Sierra"), Mountain Investments Inc., a Marshall Islands Corporation ("Mountain"), and Mr. George Economou, a citizen of Greece ("Mr. Economou," and, together with SPII, Sierra, and Mountain, the "Reporting Persons").
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(b)
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The address of the principal place of business of SPII is c/o Omega Services Limited, 5/1 Merchants Street, Valletta VLT, 1171, Malta.
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The address of the principal place of business of Sierra and Mountain is c/o Mare Services Limited, 5/1 Merchants Street, Valletta VLT, 1171, Malta.
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Mr. Economou's correspondence address is 109 Kifisias Avenue and Sina Street, 151 24, Marousi, Athens, Greece.
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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Omega Services Limited
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Sole Director/Secretary
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Omega Services Limited is a Maltese corporation, and its principal business address is 5/1 Merchants Street, Valletta VLT, 1171, Malta.
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Dr. Adriano Cefai
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President/Treasurer
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Mr. Cefai is a citizen of Malta Mr. Cefai's principal occupation is attorney at law.
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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Mare Services Limited
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Sole Director/Secretary
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Mare Services Limited is a Maltese corporation, and its principal business address is 5/1 Merchants Street, Valletta VLT, 1171, Malta.
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Dr. Adriano Cefai
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President/Treasurer
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Mr. Cefai is a citizen of Malta . Mr. Cefai's principal occupation is attorney at law.
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1. |
The acquisition of additional Common Shares of the Issuer or the disposition of Common Shares of the Issuer;
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2. |
Any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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3. |
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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4. |
Any material change in the present capitalization or dividend policy of the Issuer;
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5. |
Any other material change in the Issuer's business or corporate structure;
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6. |
Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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7. |
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association;
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8. |
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and
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9. |
Any action similar to those enumerated above.
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Voting
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Dispositive
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Names
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Percentage of Common Shares Beneficially Owned
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Sole
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Shared
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Sole
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Shares
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SPII
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17.7
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%
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0
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12,000,000
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0
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12,000,000
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Sierra
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14.5
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%
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0
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9,818,185
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0
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9,818,185
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Mountain
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21.4
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%
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0
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14,545,454
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0
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14,545,454
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Mr. Economou
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53.5
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%
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0
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36,363,639
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(1) |
0
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36,363,639
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(1) |
September 5, 2017
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(Date)
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SPII Holdings Inc.
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BY: OMEGA SERVICES LIMITED | ||||
By:
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/s/ Dr. Adriano Cefai | |||
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Name:
Title:
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Dr. Adriano Cefai Director of Omega Services Limited |
Sierra Investments Inc.
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BY: MARE SERVICES LIMITED | ||||
By:
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/s/ Dr. Adriano Cefai | |||
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Name:
Title:
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Dr. Adriano Cefai Director of Mare Services Limited |
Mountain Investments Inc.
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BY: MARE SERVICES LIMITED | ||||
By:
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/s/ Dr. Adriano Cefai | |||
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Name:
Title:
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Dr. Adriano Cefai Director of Mare Services Limited |
/s/George Economou | ||
(Signature)
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George Economou
(Name)
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SPII Holdings Inc.
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BY: OMEGA SERVICES LIMITED | ||||
By:
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/s/ Dr. Adriano Cefai | |||
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Name:
Title
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Dr. Adriano Cefai Director of Omega Services Limited |
Sierra Investments Inc.
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BY: MARE SERVICES LIMITED | ||||
By:
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/s/ Dr. Adriano Cefai | |||
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Name:
Title:
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Dr. Adriano Cefai Director of Mare Services Limited |
Mountain Investments Inc.
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BY: MARE SERVICES LIMITED | ||||
By:
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/s/ Dr. Adriano Cefai | |||
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Name:
Title:
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Dr. Adriano Cefai Director of Mare Services Limited |
/s/ George Economou | ||
(Signature)
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George Economou
(Name)
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