Paragon Shipping Inc.
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(Name of Issuer)
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Class A Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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69913R 408
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(CUSIP Number)
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Michael Bodouroglou
c/o Paragon Shipping Inc.
15 Karamanli Ave.
GR 166 73 Voula Greece
011 30 210 891 4600
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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February 25, 2013
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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 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 [_].
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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.
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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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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.
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69913R 408
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1.
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NAME OF REPORTING PERSONS
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Michael Bodouroglou
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5.
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CHECK 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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6,400,364 (1)
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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6,400,364 (1)
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10.
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SHARED DISPOSITIVE POWER
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[_]
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,400,364 (1)
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES (SEE INSTRUCTIONS)
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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56.5%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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_____________________
(1) Mr. Bodouroglou may be deemed to beneficially own 6,186,106 of the reported shares through Innovation Holdings S.A., a Marshall Islands corporation of which he is the controlling person. Mr. Bodouroglou may be deemed to beneficially own 214,258 of the reported shares through Loretto Finance Inc., a Marshall Islands corporation and a wholly-owned subsidiary of Allseas Marine S.A., a Liberian company of which Mr. Bodouroglou is the controlling person.
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CUSIP No.
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69913R 408
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1.
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NAME OF REPORTING PERSONS
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Innovation Holdings S.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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oo
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5.
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CHECK 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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The Republic of the 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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6,186,106
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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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[_]
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6,186,106
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,186,106
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES (SEE INSTRUCTIONS)
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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54.6%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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69913R 408
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1.
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NAME OF REPORTING PERSONS
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Loretto Finance Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5.
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CHECK 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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The Republic of the 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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214,258
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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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[_]
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214,258
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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214,258
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES (SEE INSTRUCTIONS)
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.9%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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69913R 408
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1.
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NAME OF REPORTING PERSONS
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Allseas Marine S.A.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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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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The Republic of Liberia
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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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214,258 (1)
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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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[_]
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214,258 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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214,258 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES (SEE INSTRUCTIONS)
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.9%
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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____________
(1) Allseas Marine S.A. may be deemed to beneficially own 214,258 of the reported shares by virtue of its being the parent company of Loretto Finance Inc., the registered holder of such shares.
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CUSIP No.
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69913R 408
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Item 1.
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Security and Issuer.
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No material change from the Schedule 13D/A filed with the SEC on December 31, 2012.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(a. and b.)
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According to Computershare Trust Company, N.A., the Issuer’s transfer agent, the Issuer had outstanding 11,321,442 Common Shares as of February 25, 2013 (after giving effect to the transactions discussed in this Schedule 13D/A). Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares:
Michael Bodouroglou may be deemed to beneficially own 6,400,364 Common Shares, representing approximately 56.5% of the Issuer’s total issued and outstanding Common Shares. Mr. Bodouroglou has the sole power to vote or direct the vote of 6,400,364 Common Shares; the shared power to vote or direct the vote of 0 Common Shares; the sole power to dispose or direct the disposition of 6,400,364 Common Shares; and the shared power to dispose or direct the disposition of 0 Common Shares.
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Innovation Holdings may be deemed to beneficially own 6,186,106 Common Shares, representing approximately 54.6% of the Issuer’s total issued and outstanding Common Shares. Innovation Holdings has the sole power to vote or direct the vote of 0 Common Shares; the shared power to vote or direct the vote of 6,186,106 Common Shares; the sole power to dispose or direct the disposition of 0 Common Shares; and the shared power to dispose or direct the disposition of 6,186,106 Common Shares.
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Loretto may be deemed to beneficially own 214,258 Common Shares, representing approximately 1.9% of the Issuer’s total issued and outstanding Common Shares. Loretto has the sole power to vote or direct the vote of 0 Common Shares; the shared power to vote or direct the vote of 214,258 Common Shares; the sole power to dispose or direct the disposition of 0 Common Shares; and the shared power to dispose or direct the disposition of 214,258 Common Shares.
Allseas may be deemed to beneficially own 214,258 Common Shares, representing approximately 1.9% of the Issuer’s total issued and outstanding Common Shares. Allseas has the sole power to vote or direct the vote of 0 Common Shares; the shared power to vote or direct the vote of 214,258 Common Shares; the sole power to dispose or direct the disposition of 0 Common Shares; and the shared power to dispose or direct the disposition of 214,258 Common Shares.
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(c.)
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Item 3 is hereby incorporated by reference herein. Except as set forth in Item 3 or as otherwise described herein, the Reporting Persons have not effected any transactions in the Common Shares during the past 60 days.
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(d.)
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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, any of the Common Shares beneficially owned by the Reporting Persons.
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(e.)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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A.
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Agreement between the Reporting Persons to file jointly.
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B.
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Purchase Agreement, dated November 10, 2009, by and among the Issuer, Allseas and Loretto, incorporated by reference to Exhibit 4.21 to the Issuer’s Annual Report on Form 20-F, filed with the SEC on March 31, 2010.
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C.
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Supplemental Agreement between the Company, Allseas Marine S.A. and Loretto Finance Inc. relating to Purchase Agreement between the Company, Allseas Marine S.A. and Loretto Finance Inc., dated November 10, 2009, incorporated by reference to Exhibit 4.42 to the Issuer’s Annual Report on Form 20-F, filed with the SEC on April 3, 2013.
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D.
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Share Purchase Agreement, dated as of December 24, 2012, by and between the Issuer and Innovation Holdings, incorporated by reference to Exhibit B to the Schedule 13D/A filed with the SEC on December 31, 2012.
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/s/ Michael Bodouroglou*
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Name: Michael Bodouroglou
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INNOVATION HOLDINGS S.A.*
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By:
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/s/ Michael Bodouroglou
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Name: Michael Bodouroglou
Title: Principal
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LORETTO FINANCE INC.*
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By:
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/s/ Michael Bodouroglou
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Name: Michael Bodouroglou
Title: Principal
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ALLSEAS MARINE S.A.*
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By:
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/s/ Michael Bodouroglou
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Name: Michael Bodouroglou
Title: Principal
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/s/ Michael Bodouroglou
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Name: Michael Bodouroglou
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INNOVATION HOLDINGS S.A.
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By:
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/s/ Michael Bodouroglou
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Name: Michael Bodouroglou
Title: Principal
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LORETTO FINANCE INC.
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By:
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/s/ Michael Bodouroglou
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Name: Michael Bodouroglou
Title: Principal
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ALLSEAS MARINE S.A.
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By:
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/s/ Michael Bodouroglou
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Name: Michael Bodouroglou
Title: Principal
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