SC 13D 1 a71345_sc13d.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 
(Amendment No.     )*

STEALTHGAS INC.
(Name of Issuer)
 
 Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
 
Y81669 10 6
(CUSIP Number)
 
Harry N. Vafias
c/o StealthGas Inc.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
 011 30210 625 0001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
With Copies To:
 
Finn Murphy, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York  10178
 (212) 309-6000
 
January 29, 2018
(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  ☐.

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).
 
(Continued on following pages)
 


CUSIP No. Y81669 10 6
13D
Page 2 of 7 Pages

 
1
 
NAME OF REPORTING PERSONS
 
Flawless Management Inc.
  
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(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
 
Republic of the Marshall Islands
  
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 
6,073,095
  
 
8
 
SHARED VOTING POWER
 
    0          
  
 
9
 
SOLE DISPOSITIVE POWER
 
6,073,095
  
 
10
 
SHARED DISPOSITIVE POWER
 
                     0         
  
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,073,095
  
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
 
☐
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
15.2%         
  
 
14
 
TYPE OF REPORTING PERSON (see instructions)
 
OO
  
 
CUSIP No. Y81669 10 6
13D
Page 3 of 7 Pages

 
1
 
NAME OF REPORTING PERSONS
 
Harry N. Vafias
  
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a) ☐
(b) ☐
 
 
3
 
SEC USE ONLY
 
 
  
 
4
 
SOURCE OF FUNDS (see instructions)
 
Not applicable
  
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
 
☐
 
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
GREECE
  
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
 
SOLE VOTING POWER
 
6,491,189
  
 
8
 
SHARED VOTING POWER
 
0
  
 
9
 
SOLE DISPOSITIVE POWER
 
6,491,189 
  
 
10
 
SHARED DISPOSITIVE POWER
 
0
  
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,491,189 
  
 
12
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)
 
☐
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
16.3%
  
 
14
 
TYPE OF REPORTING PERSON (see instructions)
 
IN
  


CUSIP No. Y81669 10 6
13D
Page 4 of 7 Pages
 
Item 1.                    Security and Issuer
 
This Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of StealthGas Inc., a Marshall Islands corporation (the “Company”). The principal executive office of the Company is located at 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. Information given in response to each item below shall be deemed incorporated by reference in all other items below.

Item 2.                    Identity and Background
 
(a)-(c), (f) This Schedule 13D is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation (“Flawless”), and Harry N. Vafias in his personal capacity (sometimes collectively referred to as the “Reporting Persons”). The principal business of Flawless is investing in securities. The business address of each of the Reporting Persons is c/o StealthGas Inc., 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. The sole officer and director of Flawless is Harry N. Vafias who is the Director, President, Secretary and Treasurer of Flawless.  Harry N. Vafias is an individual of Greek citizenship who is the Chief Executive Officer, President and Chief Financial Officer of the Company.
 
(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) During the last five years, no Reporting Person was 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 violation with respect to such laws.
 
Item 3.                    Source and Amount of Funds or Other Consideration
 
Flawless, which is wholly-owned by Mr. Vafias and was formed to hold his investment in the Company, acquired 4,000,000 (as adjusted for the 60,000-for-1 stock split effected on August 26, 2005) of the 6,491,189 shares of Common Stock beneficially owned by Mr. Vafias in 2004 in exchange for the contribution to the Company of assets in connection with the formation of the Company and preparation for the Company’s initial public offering, which was consummated on October 6, 2005. Mr. Vafias acquired an aggregate of 418,094 shares of Common Stock through grants of restricted stock awards in 2007, 2012 and 2014, which subsequently vested.

From January 29 to 30, 2018, an aggregate of 2,073,095 shares of Common Stock were transferred to Flawless without consideration from entities affiliated with other members of the Vafias family, including Mr. Vafias’s father.

Item 4.                    Purpose of Transaction.
 
See the response to Item 3, which is incorporated by reference herein.  Neither Flawless nor Mr. Harry N. Vafias has any plans or proposals with respect to any material change in the Company’s business or corporate structure or, generally, any other action referred to in
CUSIP No. Y81669 10 6
13D
Page 5 of 7 Pages
 
instructions (a) through (j) of Item 4 of the form of Schedule 13D.

Item 5.                    Interest in Securities of the Issuer
 
(a)  As of the date of this filing, the Reporting Persons’ beneficial ownership of the Common Stock is as follows:

Name
Sole Voting and
Dispositive Power
Shared Voting and
Dispositive Power
Percentage
       
Flawless Management Inc.
6,073,095
----
15.2%
Harry N. Vafias
 6,491,189 
----
16.3%

  (b) Number of shares of Common Stock beneficially owned as to which the Reporting Persons have:
 
(i) sole power to vote or direct the vote: 
 
Name
 
Number of Shares
 
Flawless Management Inc.
 
6,073,095
 
Harry N. Vafias
 
6,491,189
 

(ii) sole power to dispose or direct the disposition of:
 
Name
 
Number of Shares
 
Flawless Management Inc.
 
6,073,095
 
Harry N. Vafias
 
6,491,189
 

 
(c)              No other transactions in the Company’s Common Stock by the Reporting Persons were effected in the past 60 days.
 
(d)              No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.
 
(e)              Not applicable.
 
Item 6.                    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Except for the relationships described above and in the responses to Items 4 and 5 herein, none of the Reporting Persons, nor, to the best of their knowledge, any persons listed on Schedule A hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to any securities of the Company.
 
CUSIP No. Y81669 10 6
13D
Page 6 of 7 Pages
 
Item 7.                    Material to be Filed as Exhibits
 
Exhibit 1:  Joint Filing Agreement, dated February 5, 2018, among Flawless Management Inc. and Harry N. Vafias.
 

 
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CUSIP No. Y81669 10 6
13D
Page 7 of 7 Pages
 
SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  February 5, 2018
 

 
FLAWLESS MANAGEMENT INC.
     
     
 
By:
  /s/ Harry N. Vafias                   
   
Harry N. Vafias
   
President
     
     
     
     
 
       /s/ Harry N. Vafias                   
    Harry N. Vafias
 
 
 
 
 
 
 


EXHIBIT INDEX

The following is filed as an Exhibit to this Schedule 13D:
 
Exhibit 1: Joint Filing Agreement, dated February 5, 2018, between Flawless Management Inc. and Harry N. Vafias.