SEANERGY MARITIME HOLDINGS CORP.
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
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Y 73760301
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(CUSIP Number)
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Alastair Macdonald
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Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Tel: (441) 295-5913
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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February 24, 2020
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(Date of Event which Requires Filing of this Statement)
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Schedule 13D
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CUSIP No.
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Y 73760301
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1
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NAMES OF REPORTING PERSONS
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Jelco Delta Holding Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒ | ||||
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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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WC
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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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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|||
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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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|||
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||||
8
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SHARED VOTING POWER
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12,571,992 (1)
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
|
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||
12,571,992(1)
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
12,571,992 (1)
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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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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2.6%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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|||
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(1) |
Includes (i) 281,481 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) which Jelco Delta Holding Corp. (“Jelco”) may be deemed to beneficially own, issuable upon exercise of a
conversion option pursuant to the Convertible Promissory Note dated March 12, 2015 as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, issuable upon
exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially
own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, and (iv) 1,823,529 shares of Common Stock of the Issuer which Jelco may be
deemed to beneficially own, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer, issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer.
See Item 3.
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Schedule 13D
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CUSIP No.
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Y 73760301
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1
|
NAMES OF REPORTING PERSONS
|
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Comet Shipholding Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
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|
||||
3
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SEC USE ONLY
|
|
|
||
|
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Marshall Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
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||
53,701
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|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
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||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
53,701
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
53,701
|
|
|
|||
|
|
||||
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)
|
|
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||
0.0%
|
|
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|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
CO
|
|
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|||
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Schedule 13D
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CUSIP No.
|
Y 73760301
|
1
|
NAMES OF REPORTING PERSONS
|
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Claudia Restis
|
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|||
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||||
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)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Italy
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,625,693 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,625,693 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,625,693 (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)
|
|
|
||
2.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
IN
|
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|||
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(1) |
Claudia Restis may be deemed to beneficially own 12,571,992 shares of Common Stock of the Issuer through Jelco and 53,701 shares of Common Stock of the Issuer through Comet Shipholding Inc. (“Comet”), each through a
revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco include (i) 281,481 shares of Common Stock, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note
dated March 12, 2015, as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by
the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, and (iv) 1,823,529
shares of Common Stock of the Issuer, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the
Issuer. See Item 6.
|
Schedule 13D
|
||
CUSIP No.
|
Y 73760301
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ITEM 1. |
Security and Issuer.
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ITEM 2. |
Identity and Background.
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Name
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Address
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Jurisdiction of Incorporation or
Place of Citizenship
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Principal Business
|
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Jelco Delta Holding Corp.
|
c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
|
Marshall Islands
|
Investments
|
|
Comet Shipholding Inc.
|
c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
|
Marshall Islands
|
Investments
|
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Claudia Restis (1)
|
c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
Attention: Alastair Macdonald
|
Italy
|
Business and Philanthropy
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ITEM 3. |
Source and Amount of Funds or Other Consideration.
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ITEM 4. |
Purpose of Transaction.
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ITEM 5. |
Interest in Securities of the Issuer.
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Percentage of Shares
|
Voting
|
Dispositive
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||||||||||||||||||||
Name
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Beneficially Owned
|
Sole
|
Shared
|
Sole
|
Shared
|
|||||||||||||||||
Jelco Delta Holding Corp.
|
2.6
|
%
|
0
|
12,571,992
|
(1)
|
0
|
12,571,992
|
(1)
|
|
|||||||||||||
Comet Shipholding Inc.
|
0.0
|
%
|
0
|
53,701
|
0
|
53,701
|
||||||||||||||||
Claudia Restis
|
2.6
|
%
|
0
|
12,625,693
|
(1)(2)
|
|
0
|
12,625,693
|
(1)(2)
|
|
(1) |
Includes (i) 281,481 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015 as amended,
issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended,
issued by the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as
amended, issued by the Issuer to Jelco, and (iv) 1,823,529 shares of Common Stock which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer, issued to
Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer. See Item 3.
|
(2) |
Claudia Restis may be deemed to beneficially own 12,571,992 shares of Common Stock of the Issuer through Jelco and 53,701 shares of Common Stock of the Issuer through Comet, each through a revocable trust of which
she is beneficiary.
|
ITEM 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
ITEM 7. |
Materials to be Filed as Exhibits.
|
By:
|
/s/ Alastair Macdonald
|
||
Name:
|
Alastair Macdonald
|
||
Title:
|
President
|
||
COMET SHIPHOLDING INC.
|
|||
By:
|
/s/ Alastair Macdonald
|
||
Name:
|
Alastair Macdonald
|
||
Title:
|
President
|
||
/s/ Claudia Restis
|
|||
Claudia Restis
|