SC 13D/A 1 sc13da.htm AMENDMENT NO. 6




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Costamare Inc.
(Name of Issuer)
 
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
 
Y1771G102
(CUSIP Number)
 
Konstantinos Konstantakopoulos
c/o Costamare Shipping Company S.A.
60 Zephyrou Street and Syngrou Avenue
17564 Athens, Greece
+30(210)9490050
 
Copy to:
D. Scott Bennett, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
212-474-1000
(Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)
 
October 13, 2022
(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).



1



CUSIP No.
Y1771G102
13D/A
 

1
NAMES OF REPORTING PERSONS
 
 
 Konstantinos Konstantakopoulos
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 SC, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
Not Applicable
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Greece
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
31,472,162
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
31,472,162
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
31,472,1621
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
NOT APPLICABLE
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
25.9%2
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 



1 As of the date hereof, Konstantinos Konstantakopoulos owns 31,472,162 shares.  This number also includes (1) 300,000 shares owned by the reporting person’s spouse, (2) 13,640,893 shares owned by Kent Maritime Investments S.A., 3,867 shares owned by Costamare Shipping Company S.A. and 2,115,756 shares owned by Longshaw Maritime Investments S.A., and (3) half of the shares (2,537,372 shares) owned by Costamare Shipping Services Ltd. The reporting person disclaims beneficial ownership of the shares owned by the reporting person’s spouse, and the reporting thereof shall not constitute an admission that the reporting person is a beneficial owner of such shares.

2 The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.
2



CUSIP No.
Y1771G102
13D/A
 

1
NAMES OF REPORTING PERSONS
 
 
Kent Maritime Investments S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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)
 
Not applicable
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Marshall Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
13,640,893
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
13,640,893
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
13,640,8933
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
NOT APPLICABLE
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.2%4
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 



3 Kent Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 13,640,893 shares of common stock of the Issuer.

4 The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.
3



CUSIP No.
Y1771G102
13D/A
 

1
NAMES OF REPORTING PERSONS
 
 
Costamare Shipping Company S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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)
 
Not applicable
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Panama
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
3,867
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
3,867
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,8675
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
NOT APPLICABLE
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.0%6
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 



5 Costamare Shipping Company S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 3,867 shares of common stock of the Issuer.

6 The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.
4



CUSIP No.
Y1771G102
13D/A
 

1
NAMES OF REPORTING PERSONS
 
 
Longshaw Maritime Investments S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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)
 
Not applicable
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Marshall Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,115,756
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,115,756
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,115,7567
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
NOT APPLICABLE
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.7%8
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 



7 Longshaw Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 2,115,756 shares of the common stock of the Issuer.

8 The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.
5



CUSIP No.
Y1771G102
13D/A
 

1
NAMES OF REPORTING PERSONS
 
 
Costamare Shipping Services Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
SC, OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
Not applicable
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Marshall Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,537,372
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,537,372
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,537,3729
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
NOT APPLICABLE
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
2.1%10
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 



9 Konstantinos Konstantakopoulos owns 50% of the outstanding equity of Costamare Shipping Services Ltd., resulting in his indirect ownership of half of the stock (2,537,372 shares) owned by Costamare Shipping Services Ltd.
 
10 The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.
6


AMENDMENT NO. 6 TO
STATEMENT ON SCHEDULE 13D

This Amendment No. 6 (this “Amendment”) amends and restates certain portions of the Schedule 13D/A filed by Konstantinos Konstantakopoulos, Kent Maritime Investments S.A., Costamare Shipping Company S.A. and Costamare Shipping Services Ltd. dated March 14, 2017, as amended on January 18, 2018, November 26, 2018, July 18, 2019, June 9, 2022, and August 11, 2022 (the “Schedule 13D/A”), relating to shares of common stock, par value $0.0001 per share (the “Shares”) of Costamare Inc. (the “Issuer”), whose principal business office is c/o Costamare Shipping Company S.A., 60 Zephyrou Street and Syngrou Avenue, 17564 Athens, Greece.

Except as set forth below, all Items in the Schedule 13D/A remain unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D/A.

Item 1.          Security and Issuer

Item 2.           Identity and Background

Item 3.          Source and Amount of Funds or Other Consideration

Item 4.          Purpose of Transaction

Item 5.          Interest in Securities of the Issuer:

Item 5 to this Amendment is hereby amended and restated as follows:

(a)          See Items 11 and 13 on the cover pages to this Schedule 13D/A for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by each Reporting Person.

(b)          Number of shares as to which each Reporting Person has:

i.          Sole power to vote or to direct the vote: See Item 7 on cover pages to this Amendment.

ii.          Shared power to vote or to direct the vote: See Item 8 on cover pages to this Amendment.

iii.          Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Amendment.

iv.          Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Amendment.

(c)          The information provided in Item 3 to the Schedule 13D/A is hereby incorporated by reference herein and supplemented as follows for the past 60 days.
7



Longshaw Maritime Investments S.A.

During the period August 14, 2022 through October 12, 2022,  Longshaw Maritime Investments S.A. acquired shares of Common Stock in the following transactions:

Trade Date
Amount of Shares
Average Price per Share
Where/How Effected
8/17/2022
 50,000
11.50
Open Market
8/19/2022
 50,000
11.58
Open Market
9/6/2022
 6,536
10.80
Open Market
9/7/2022
 84,845
10.57
Open Market
9/8/2022
 50,000
10.45
Open Market
9/16/2022
 30,000
10.27
Open Market
9/19/2022
 6,630
10.10
Open Market
9/20/2022
 4,556
10.19
Open Market
9/21/2022
 55,444
9.99
Open Market
9/22/2022
 49,425
9.68
Open Market
9/23/2022
 168,151
9.28
Open Market
9/26/2022
 150,000
9.02
Open Market
9/27/2022
 120,000
9.12
Open Market
9/28/2022
 12,600
9.10
Open Market
9/29/2022
 105,613
8.87
Open Market
9/30/2022
 30,000
8.99
Open Market
10/3/2022
 20,013
9.14
Open Market
10/10/2022
 60,000
8.94
Open Market
10/11/2022
 17,743
8.69
Open Market
10/12/2022
 87,721
8.94
Open Market

Costamare Shipping Services Ltd.

Costamare Shipping Services Ltd. received 149,600 shares of Common Stock on September 30, 2022 pursuant to a service agreement with the Issuer’s vessel-owning subsidiaries in exchange for services provided to them.

(d)          Not applicable.

(e)          Not applicable.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.          Material to Be Filed as Exhibits



8

Exhibit 1

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.

Date: October 13, 2022

       

By:
/s/ Konstantinos Konstantakopoulos  
    Name: Konstantinos Konstantakopoulos  
   
 
       

  KENT MARITIME INVESTMENTS S.A.  
       

By:
/s/ Konstantinos Konstantakopoulos  
    Name: Konstantinos Konstantakopoulos  
   
 
       

  COSTAMARE SHIPPING COMPANY S.A.  
       

By:
/s/ Konstantinos Konstantakopoulos  
    Name: Konstantinos Konstantakopoulos  
   
 
       

  LONGSHAW MARITIME INVESTMENTS S.A.  
       

By:
/s/ Konstantinos Konstantakopoulos  
    Name: Konstantinos Konstantakopoulos  
   
 
       

  COSTAMARE SHIPPING SERVICES LTD.  
       

By:
/s/ Konstantinos Konstantakopoulos  
    Name: Konstantinos Konstantakopoulos  
   
 
       




9