UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*¹

Euroseas, Ltd.

(Name of Issuer)

Common Stock, par value $0.03 per share

(Title of Class of Securities)

Y23592309

(CUSIP Number)

David Maryles

Managing Director, Legal & Compliance

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

(212) 810-5300

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

January 29, 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 §§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 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).

____________________________

¹ See Explanatory Note.

CUSIP No. Y23592309

Page 2

1	NAMES OF REPORTING PERSON
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	BlackRock, Inc. (TIN: 23-0174431)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO – Funds of investment advisory clients

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☒


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			351,309 (1)

		8	SHARED VOTING POWER
			None

		9	SOLE DISPOSITIVE POWER
			351,309 (1)

		10	SHARED DISPOSITIVE POWER
			None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	351,309 (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)
	5.0% (1) (2)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)	Reflects 112,500 shares of Euroseas, Ltd.’s (the “Issuer’s”) common stock, par value $0.03 per share (“Common Stock”), together with Series B Convertible Perpetual Preferred Shares (the “Series B Preferred Shares”) that are convertible, at a conversion price of $14.05 per share, into 238,809 shares of Common Stock.
(2)	Based on (a) 6,783,247 shares of Common Stock outstanding as of January 29, 2021, as conveyed by the Issuer to the Reporting Person, and (b) Series B Preferred Shares that are convertible into 238,809 shares of Common Stock, as computed in accordance with Rule 13d-3(d)(1).

EXPLANATORY NOTE

Due to a clerical error, the Amendment No. 4 to Schedule 13D filed by the reporting person on February 2, 2021 incorrectly stated on the cover page the number of shares reported as beneficially owned. This Amendment No. 5 to Schedule 13D is filed solely to correct such error.

ITEM 1. SECURITY AND ISSUER

This Amendment No. 5 (this “Amendment No. 5”) to Schedule 13D amends the Schedule 13D filed by BlackRock, Inc. (“BlackRock”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2018 (the “Initial BlackRock Statement”), as amended by BlackRock on June 3, 2019 (“Amendment No. 1”), June 7, 2019 (“Amendment No. 2”), November 22, 2019 (“Amendment No. 3”), and February 2, 2021 (“Amendment No. 4” and, together with the Initial BlackRock Statement and Amendment Nos. 1 through No. 5 thereto, the “BlackRock Schedule 13D”) regarding the common stock, par value $0.03 per share (“Common Stock”), of Euroseas, Ltd. (the “Issuer”), a corporation organized under the laws of the Republic of the Marshall Islands. Euroseas, Ltd.’s principal executive offices are located at 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.

As stated in the Initial BlackRock Statement, that filing adopted as BlackRock’s initial statement of beneficial ownership on Schedule 13D, in respect of the Issuer’s shares of Common Stock, the Schedule 13D in respect of the Issuer’s shares of Common Stock filed on behalf of Tennenbaum Capital Partners, LLC (“TCP”) with the SEC on January 31, 2014 (the “Original TCP Schedule 13D”), as separately amended by TCP on March 20, 2014 (“TCP Amendment No. 1”), January 14, 2016 (“TCP Amendment No. 2”), March 8, 2016 (“TCP Amendment No. 3”), December 19, 2016 (“TCP Amendment No. 4”), June 12, 2017 (“TCP Amendment No. 5”), June 11, 2018 (“TCP Amendment No. 6”), August 3, 2018 (“TCP Amendment No. 7”), and June 3, 2019 (“TCP Amendment No. 8” and, together with the Original TCP Schedule 13D and TCP Amendment. Nos. 1 through No. 8 thereto, the “TCP Schedule 13D”).

Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Initial BlackRock Statement, Amendment No. 1, Amendment No. 2, Amendment No. 3, or Amendment No. 4 thereto, or the TCP Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 5 shall have the meanings ascribed to them in the Initial BlackRock Statement.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the BlackRock Schedule 13D is hereby amended and restated as follows:

(a) – (c) and (f)

Current information concerning the identity, background and citizenship of each executive officer and director of BlackRock is set forth on Annex A, attached hereto and incorporated herein by reference.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Initial BlackRock Statement is supplemented with the following:

On January 29, 2021, TCP, on behalf of Tennenbaum Opportunities Fund VI, LLC (“Fund VI”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with the Issuer, dated as of January 29, 2021, pursuant to which TCP agreed to sell, transfer, assign and deliver to the Issuer, and the Issuer agreed to purchase from TCP, 1,188 Series B Convertible Perpetual Preferred Shares held by Fund VI, at a purchase price of $1,000 per share, without a brokerage fee or other commission, for an aggregate purchase price of $1,188,000. The transaction set forth in the Stock Purchase Agreement closed on January 29, 2021.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(c) Except for the transactions described in Item 4 above, there have been no transactions in the shares of the Issuer’s Common Stock or the Series B Preferred Shares beneficially owned by the Reporting Person during the past 60 days.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the BlackRock Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 5 is incorporated by reference in its entirety into this Item 6.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the BlackRock Schedule 13D is hereby amended and supplemented as follows:

Exhibit No.		Description

99.1.		Stock Purchase Agreement, dated as of January 29, 2021, by and between Tennenbaum Capital Partners, LLC, on behalf of Tennenbaum Opportunities Fund VI, LLC, and EuroSeas Ltd.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 3, 2021

BlackRock, Inc.


By:	/s/ David Maryles
	Name:	David Maryles
	Title:	Managing Director, Legal & Compliance

Annex A

The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the “Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by BlackRock).

Executive Officers

Name	Position	Business Address	Citizenship

Laurence D. Fink	Chairman and Chief Executive Officer	55 East 52nd Street New York, NY 10055	U.S.

Robert S. Kapito	President	55 East 52nd Street New York, NY 10055	U.S.

Gary S. Shedlin	Senior Managing Director and Chief Financial Officer	55 East 52nd Street New York, NY 10055	U.S.

Robert L. Goldstein	Senior Managing Director, Chief Operating Officer & Global Head of BlackRock Solutions	55 East 52nd Street New York, NY 10055	U.S.

Geraldine Buckingham	Senior Managing Director and Chairman of BlackRock Asia Pacific	16/F Champion Tower 3 Garden Road Central, Hong Kong	Australia

J. Richard Kushel	Senior Managing Director and Head of Portfolio Management Group	55 East 52nd Street New York, NY 10055	U.S.

Rachel Lord	Senior Managing Director and Head of Europe, Middle East and Africa	Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL United Kingdom	U.K.

Mark S. McCombe	Senior Managing Director and Chief Client Officer	55 East 52nd Street New York, NY 10055	U.K.

Christopher J. Meade	Senior Managing Director, Chief Legal Officer and General Counsel	55 East 52^nd Street New York, NY 10055	U.S.

Manish Mehta	Senior Managing Director, Global Head of Human Resources	400 Howard Street, San Francisco, CA 94105	U.S.

Mark Wiedman	Senior Managing Director, Head of International and Corporate Strategy	55 East 52^nd Street New York, NY 10055	U.S.

Directors

Name	Principal Occupation or Employment	Business Address	Citizenship

Laurence D. Fink	Chairman and Chief Executive Officer	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Robert S. Kapito	President	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Bader M. Alsaad	Kuwait Investment Authority- Former Managing Director	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	Kuwait

Mathis Cabiallavetta	UBS- Former Chairman	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	Switzerland

Pamela Daley	General Electric Company – Former Senior Vice President of Corporate Business Development	BlackRock, Inc. 55 East 52nd Street New York, NY 1005	U.S.

Jessica Einhorn	Paul H. Nitze School of Advanced International Studies at Johns Hopkins University – Former Dean	BlackRock, Inc. 55 East 52nd Street New York, NY 1005	U.S.

William E. Ford	General Atlantic – Chief Executive Officer	General Atlantic Park Avenue Plaza 55 East 52nd Street, 33rd Floor New York, NY 10055	U.S.

Fabrizio Freda	The Estée Lauder Companies Inc. – President and Chief Executive Officer	The Estée Lauder Companies Inc. 767 Fifth Avenue, 40th Floor New York, NY 10153	Italy & U.S.

Murry S. Gerber	EQT Corporation – Former Executive Chairman, Chairman, President and CEO	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Margaret L. Johnson	Magic Leap, Inc. – Chief Executive Officer	Magic Leap 7500 W. Sunrise Blvd. Plantation, FL 33322	U.S.

Cheryl D. Mills	BlackIvy Group – Chief Executive Officer	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Gordon M. Nixon	Royal Bank of Canada – Former President, CEO and Board Member	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	Canada

Charles H. Robbins	Cisco Systems, Inc. – Chief Executive Officer and Chairman	Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134	U.S.

Marco Antonio Slim Domit	Grupo Financiero Inbursa, S.A.B. de C.V. – Chairman	Grupo Financiero Inbursa Av. Paseo de las Palmas, #736 Floor 1 Colonia Lomas de Chapultepec C.P. 11000, México D.F.	Mexico

Susan L. Wagner	BlackRock – Former Vice Chairman	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	U.S.

Mark Wilson	Aviva plc – Former CEO	BlackRock, Inc. 55 East 52^nd Street New York, NY 10055	New Zealand

Exhibit 99.1

Execution Version

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”), dated as of January 29, 2021, is by and between Tennenbaum Capital Partners LLC, on behalf of Tennenbaum Opportunities Fund VI, LLC (the “Seller”) and Euroseas Ltd. (the “Company” and together with the Seller, each individually a “Party” and collectively the “Parties”).

WITNESSETH:

WHEREAS, the Seller wishes to sell to the Company and the Company wishes to purchase from the Seller 1,188 of the Company’s Series B Convertible Perpetual Preferred Shares (“Shares”), subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:

SECTION 1. Sale and Purchase of Shares.

1.1 Sale of Shares. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, transfer, assign and deliver to the Company, and the Company hereby agrees to purchase from the Seller, all of the Seller’s right, title and interest in and to the Shares.

1.2 Purchase Price. The Company shall pay a purchase price of $1,000.00 per Share (the “Per Share Price”) for an aggregate purchase price of $1,188,000 for all of the Shares (the “Purchase Price”).

1.3 Closing; Delivery of Shares; Payment of Purchase Price. The closing for the purchase and sale of the Shares (the “Closing”) shall be held at the offices of Seward & Kissel LLP on January 29, 2021 (the “Closing Date”). At the Closing: (a) the Seller shall deliver to the Company the certificate(s) representing the Shares, together with all necessary executed stock transfer or assignment forms required to transfer the Shares to the Company, and (b) simultaneously therewith, the Company shall pay the Purchase Price to the Seller by wire transfer of immediately available funds.

SECTION 2. Representations and Warranties of the Seller. The Seller represents and warrants to the Company, as of the date hereof, as follows:

2.1 Organization and Power. The Seller has the full right, power and authority to enter into this Agreement and to sell, transfer, assign and deliver the Shares to the Company.

2.2 Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

2.3 No Conflicts. The execution, delivery and performance of this Agreement, the sale, transfer, assignment and delivery of the Shares, and compliance with the provisions hereof by the Seller, do not and will not, with or without the passage of time or the giving of notice or both, (a) violate any provision of law, statute, ordinance, rule or regulation or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body, or (b) result in any breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Seller, or any note, indenture, mortgage or lease, or any other material contract or other instrument, document or agreement, to which the Seller is a party or by which it or any of its property is bound or affected.

2.4 Consents. All consents, approvals or authorizations of, or registrations, filings or declarations with, any governmental authority, the Company or any other person required in connection with the execution, delivery and performance by the Seller of this Agreement or the transactions contemplated hereby have been obtained by the Seller and will be in full force and effect.

2.5 Good Title; No Liens. The Seller is the sole owner of, and has good, valid and marketable title to, the Shares, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, shareholder agreements, liens, pledges, charges, security interests, encumbrances, options and adverse claims or rights whatsoever (collectively, “Liens”). Upon consummation of the purchase contemplated hereby, the Company will acquire from the Seller good, valid and marketable title to the Shares, free and clear of all Liens.

2.6 No Broker Fees. No broker or finder has acted for the Seller in connection with this Agreement or the transactions contemplated hereby and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Seller.

SECTION 3. Representations and Warranties of the Company. The Company represents and warrants to the Seller, as of the date hereof, as follows:

3.1 Organization and Power. The Company has the full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereunder.

3.2 Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

3.3 No Conflicts. The execution, delivery and performance of this Agreement, the purchase of the Shares, and compliance with the provisions hereof by the Company, do not and will not, with or without the passage of time or the giving of notice or both, (a) violate any provision of law, statute, ordinance, rule or regulation or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body, or (b) result in any breach of any of the terms, conditions or provisions of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company, or any note, indenture, mortgage or lease, or any other material contract or other instrument, document or agreement, to which the Company is a party or by which it or any of its property is bound or affected.

3.4 Consents. All consents, approvals or authorizations of, or registrations, filings or declarations with, any governmental authority, the Company or any other person required in connection with the execution, delivery and performance by the Company of this Agreement or the transactions contemplated hereby have been obtained by the Company and will be in full force and effect.

3.5 No Broker Fees. No broker or finder has acted for the Company in connection with this Agreement or the transactions contemplated hereby and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Company.

SECTION 4. Miscellaneous

4.1 Amendment of the Amended and Restated Statement of Designation. The Seller agrees to the amendment of the Amended and Restated Statement of Designation of the Company’s Series B Convertible Perpetual Preferred Shares.

4.2 Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of each Party contained herein shall survive the Closing.

4.3 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party, its members, partners, managers, directors, officers, employees, attorneys, accountants, agents, successors and assigns from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, legal fees and expenses) based upon or arising out of (a) any inaccuracy or breach of any representation and warranty of such Party herein, and (b) any breach of any covenant and agreement of such Party herein.

4.4 Notices. All notices and other communications by the Company or Seller hereunder shall be in writing to the other Party and shall be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via facsimile or electronic transmission and verification received, or when posted by the United States postal service, registered or certified mail, return receipt requested with postage prepaid, at the address set forth on the signature page hereto or to such other addresses as a Party may from time to time designate to the other Party by written notice thereof, effective only upon actual receipt.

4.5 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and assigns.

4.6 Entire Agreement. This Agreement constitutes the entire agreement by the Parties hereto and supersedes any other agreement, whether written or oral, that may have been made or entered into between them relating to the matters contemplated hereby.

4.7 Severability. If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the Parties that the remaining terms hereof shall constitute their agreement with respect to the subject matter hereof and all such remaining terms shall remain in full force and effect. To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid or unenforceable provision of this Agreement.

4.8 Amendments and Waivers. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by both of the Parties hereto or, in the case of a waiver, by the Party waiving compliance.

4.9 Headings. The headings of particular sections are inserted only for convenience and shall not be construed as a part of this Agreement or a limitation on the scope of any of the terms or provisions of this Agreement.

4.10 Gender and Number. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine and neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

4.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles.

4.12 Submission to Jurisdiction. Any judicial proceeding brought with respect to this Agreement must be brought in the United States District Court for the Southern District of New York or any court of competent jurisdiction in the State of New York, Borough of Manhattan, and each Party: (i) accepts unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and agrees to be bound by any final, non-appealable judgment rendered thereby in connection with this Agreement; (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section and shall not be deemed to be a general submission to the jurisdiction of said courts or the State of New York other than for such purpose; and (iii) agrees that process in any such action, in addition to any other method permitted by law, may be served upon it by registered or certified mail, return receipt requested, addressed to such Party at the address designated by such Party on the signature page hereof, and such service shall be deemed effective as if personal service had been made upon it within New York County.

4.13 Waiver of Jury Trial. The Parties hereby waive trial by jury in any judicial proceeding to which they are parties involving, directly or indirectly, any matter arising out of, related to or in connection with this Agreement.

4.14 Further Assurances. From and after the Closing, upon the request of a Party, the other Party will execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

4.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first above-written.

TENNENBAUM OPPORTUNITIES FUND VI,

On behalf of Tennenbaum Opportunities Fund VI LLC

By:	Tennenbaum Capital Partners, LLC
Its.	Investment Manager


By:	/s/ Rajneesh Vig
	Name:	Rajneesh Vig
	Title:	Managing Director

	Address:	2851 28th Street, Suite 1000 Santa Monica, CA 90405

EUROSEAS LTD.


By:	/s/ Anastasios Aslidis
	Name:	Anastasios Aslidis
	Title:	CFO & Treasurer

	Address:	4, Messogiou & Evropis Str. Maroussi, GR 15124, Greece