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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/05/21 Friends Investment Co. Inc. SC 13D/A 10/04/21 1:128K Euroseas Ltd. Seward & Kissel LLP |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment to Statement of Acquisition of HTML 86K Beneficial Ownership by an "Active" Investor
Euroseas Ltd.
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(Name of Issuer)
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Common Shares, $0.03 par value
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(Title of Class of Securities)
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(CUSIP Number)
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Friends Investment Company Inc.
4 Messogiou & Evropis St.
151 24 Maroussi Greece |
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [X].
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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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*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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CUSIP No.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Friends Investment Company Inc.
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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*
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WC
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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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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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484,356
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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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484,356
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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
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PERSON
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484,356
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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*
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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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6.7%
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14.
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TYPE OF REPORTING PERSON*
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CO
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CUSIP No.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Preferred Friends Investment Company Inc.
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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*
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WC
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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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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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0
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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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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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0
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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*
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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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0%
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14.
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TYPE OF REPORTING PERSON*
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CO
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CUSIP No.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Family United Navigation Co.
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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*
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WC
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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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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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153,394
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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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153,394
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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
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PERSON
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153,394
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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*
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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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2.1%
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14.
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TYPE OF REPORTING PERSON*
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CO
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CUSIP No.
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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(a),(f)
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The persons filing this statement are Friends Investment Company Inc., a Marshall Islands corporation (“Friends Investment Company”), Preferred Friends Investment Company Inc., a Marshall Islands corporation
(“Preferred Friends Investment Company”) and Family United Navigation Co., a Marshall Islands corporation (“Family United Navigation” and, together with Friends Investment Company, the "Reporting Persons").
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(b)
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The address of the principal place of business of Friends Investment Company and Preferred Friends Investment Company is is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece.
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The address of the principal place of business of Family United Navigation is Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro MH96960, Marshall Islands.
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(b),(c)
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The principal business of the Reporting Persons is acting as shipping investment holding companies.
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The name, citizenship, present principal occupation or employment and business address of each executive officer and director of Friends Investment Company is set forth below. The business address of each
director and executive officer is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece.
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Aristides P. Pittas
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President, Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as Vice Chairman of the Issuer.
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Vice President/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as Chairman, CEO and President of the Issuer and President of Eurobulk Ltd. The business address of Mr. Pittas is Acropolis Tower, 66 Acropolis Avenue, CY2012 Nicosia,
Cyprus.
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Nikolaos J. Pittas
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Treasurer/Secretary/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as the financial manager of Eurobulk Ltd.
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Emmanuel J. Pittas
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Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as vice president of Eurobulk Ltd.
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The name, citizenship, present principal occupation or employment and business address of each executive officer and director of Preferred Friends Investment Company is set forth below. The business address of
each director and executive officer is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece.
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Aristides P. Pittas
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President, Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as Vice Chairman of the Issuer.
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Nikolaos J. Pittas
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Vice President/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as the financial manager of Eurobulk Ltd.
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Stephania J. Karmiri
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Treasurer/Secretary/Director
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Ms. Karmiri is a citizen of Greece. Her principal occupation is serving as the corporate secretary and administration manager of Eurobulk Ltd.
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The name, citizenship, present principal occupation or employment and business address of each executive officer and director of Family United Navigation is set forth below. If no business address is given, the
director's or executive officer's address is 4 Messogiou & Evropis St., 151 24 Maroussi, Greece.
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President/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as Chartering Manager of Eurobulk, Ltd.
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Aristides P. Pittas
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Secretary/Director
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Mr. Pittas is a citizen of Greece. His principal occupation is serving as Vice Chairman of the Issuer.
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Eleni Pitta
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Treasurer/Director
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Ms. Pitta is a citizen of Greece. Her principal occupation is serving as an employee in Administration at Eurobulk Ltd.
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Despoina Pitta
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Director
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Ms. Pitta is a citizen of Greece. Her principal occupation is serving on the board of directors of P. Pappas and A. Pittas.
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(d),(e)
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None of the Reporting Persons, nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been 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.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Vested/Purchased Pursuant to a Rights Offering
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Unvested
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Aristides P. Pittas
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3,562
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1,500
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15,637
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5,400
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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)-(d)
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As of the date hereof, Friends Investment Company may be deemed to be the beneficial owner of 484,356 Common Shares, constituting 6.7% of the Common Shares, based upon 7,244,891 Common Shares outstanding.
Friends Investment Company has the sole power to vote or direct the vote of 484,356 Common Shares and the shared power to vote or direct the vote of 0 Common Shares. Friends Investment Company has the sole power to dispose or direct the
disposition of 484,356 Common Shares and the shared power to dispose or direct the disposition of 0 Common Shares.
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As of the date hereof, Preferred Friends Investment Company may be deemed to be the beneficial owner of 0 Common Shares, constituting 0% of the Common Shares, based upon 7,244,891 Common Shares outstanding.
Preferred Friends Investment Company has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 0 Common Shares. Preferred Friends Investment Company has the sole power to dispose or
direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 0 Common Shares.
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As of the date hereof, Family United Navigation may be deemed to be the beneficial owner of 153,394 Common Shares, constituting 2.1% of the Common Shares, based upon 7,244,891 Common Shares outstanding. Family
United Navigation has the sole power to vote or direct the vote of 153,394 Common Shares and the shared power to vote or direct the vote of 0 Common Shares. Family United Navigation has the sole power to dispose or direct the disposition of
153,394 Common Shares and the shared power to dispose or direct the disposition of 0 Common Shares.
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None of the other persons named in response to Item 2 have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the
Common Shares that are the subject of this Schedule 13D/A.
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The transactions in the Common Shares by Friends Investment Company in the last 60 days are set forth on Exhibit B.
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The transactions in the Common Shares by Preferred Friends Investment Company in the last 60 days are set forth on Exhibit C.
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The transactions in the Common Shares by Family United Navigation Co. in the last 60 days are set forth on Exhibit D
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(e)
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As of December 18, 2018, Family United Navigation does not own more than 5% of the total outstanding Common Shares of the Issuer. As of September 16, 2021, Preferred Friends Investment Company does not own any
of the outstanding Common Shares of the Issuer.
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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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The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. In addition, the information set forth in Item 4 and Item 6 of the Schedule 13D filed with the Securities
and Exchange Commission in respect of the Issuer on June 10, 2019 by the Reporting Persons are incorporated herein by reference.
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Other than as set forth above, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person 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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(Date)
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Friends Investment Company Inc.
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By: /s/ Aristides J. Pittas
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Name: Aristides J. Pittas
Title: Vice President
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Preferred Friends Investment Company Inc.
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By: /s/ Aristides J. Pittas
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Name: Aristides J. Pittas
Title: President
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Family United Navigation Co.
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By: /s/ Pantelis Pittas
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Name: Pantelis Pittas
Title: President
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(Date)
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Friends Investment Company Inc.
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By: /s/ Aristides J. Pittas
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Name: Aristides J. Pittas
Title: Vice President
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||
Preferred Friends Investment Company Inc.
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By: /s/ Aristides J. Pittas
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Name: Aristides J. Pittas
Title: President
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Family United Navigation Co.
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By: /s/ Pantelis Pittas
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Name: Pantelis Pittas
Title: President
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Date of
Transaction
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Title of Class
|
Number of
Common Shares
Acquired
|
Number of Common Shares Disposed
|
Price Per Common Share
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09/01/2021
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Common Shares, $0.03 par value
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N/A
|
6,116
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$23.37
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09/02/2021
|
Common Shares, $0.03 par value
|
461
|
N/A
|
$23.97
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09/20/2021
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Common Shares, $0.03 par value
|
N/A
|
337
|
$34.94
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Date of
Transaction
|
Title of Class
|
Number of
Common Shares
Acquired
|
Number of Common Shares Disposed
|
Price Per Common Share
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08/25/2021
|
Common Shares, $0.03 par value
|
N/A
|
4,981
|
$23.68
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08/26/2021
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Common Shares, $0.03 par value
|
N/A
|
1,155
|
$22.68
|
08/27/2021
|
Common Shares, $0.03 par value
|
N/A
|
1,650
|
$22.96
|
09/09/2021
|
Common Shares, $0.03 par value
|
N/A
|
22,578
|
$26.05
|
09/10/2021
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Common Shares, $0.03 par value
|
N/A
|
20,000
|
$27.04
|
09/10/2021
|
Common Shares, $0.03 par value
|
N/A
|
10,000
|
$28.54
|
09/13/2021
|
Common Shares, $0.03 par value
|
N/A
|
9,000
|
$30.50
|
09/14/2021
|
Common Shares, $0.03 par value
|
N/A
|
3,000
|
$30.78
|
09/15/2021
|
Common Shares, $0.03 par value
|
N/A
|
3,000
|
$31.07
|
09/15/2021
|
Common Shares, $0.03 par value
|
N/A
|
2,361
|
$31.50
|
09/15/2021
|
Common Shares, $0.03 par value
|
N/A
|
3,000
|
$31.00
|
09/16/2021
|
Common Shares, $0.03 par value
|
N/A
|
2,000
|
$34.49
|
09/16/2021
|
Common Shares, $0.03 par value
|
N/A
|
2,000
|
$34.00
|
09/16/2021
|
Common Shares, $0.03 par value
|
N/A
|
5,000
|
$35.00
|
09/16/2021
|
Common Shares, $0.03 par value
|
N/A
|
5,000
|
$35.20
|
09/16/2021
|
Common Shares, $0.03 par value
|
N/A
|
5,000
|
$34.99
|
Date of
Transaction
|
Title of Class
|
Number of
Common Shares
Acquired
|
Number of Common Shares Disposed
|
Price Per Common Share
|
06/09/21
|
Common Shares, $0.03 par value
|
N/A
|
4,000
|
$22.10
|
06/09/21
|
Common Shares, $0.03 par value
|
N/A
|
3,000
|
$22.10
|
06/14/21
|
Common Shares, $0.03 par value
|
N/A
|
3,500
|
$24.25
|
06/14/21
|
Common Shares, $0.03 par value
|
N/A
|
3,800
|
$25.50
|
06/15/21
|
Common Shares, $0.03 par value
|
N/A
|
992
|
$24.85
|
06/16/21
|
Common Shares, $0.03 par value
|
N/A
|
2,408
|
$24.85
|
06/16/21
|
Common Shares, $0.03 par value
|
N/A
|
3,000
|
$24.80
|
06/22/21
|
Common Shares, $0.03 par value
|
N/A
|
3,000
|
$25.45
|
06/23/21
|
Common Shares, $0.03 par value
|
N/A
|
2,700
|
$25.35
|
06/25/21
|
Common Shares, $0.03 par value
|
N/A
|
2,800
|
$26.15
|
06/25/21
|
Common Shares, $0.03 par value
|
N/A
|
2,500
|
$25.79
|
07/02/21
|
Common Shares, $0.03 par value
|
4,000
|
N/A
|
$22.10
|
07/02/21
|
Common Shares, $0.03 par value
|
3,600
|
N/A
|
$22.05
|
07/08/21
|
Common Shares, $0.03 par value
|
2,800
|
N/A
|
$20.03
|
07/15/21
|
Common Shares, $0.03 par value
|
3,200
|
N/A
|
$19.88
|
07/19/21
|
Common Shares, $0.03 par value
|
4,000
|
N/A
|
$17.91
|
07/19/21
|
Common Shares, $0.03 par value
|
2,500
|
N/A
|
$17.91
|
07/28/21
|
Common Shares, $0.03 par value
|
35
|
N/A
|
$17.74
|
08/02/21
|
Common Shares, $0.03 par value
|
3,000
|
N/A
|
$19.00
|
08/02/21
|
Common Shares, $0.03 par value
|
3,100
|
N/A
|
$19.01
|
08/04/21
|
Common Shares, $0.03 par value
|
3,500
|
N/A
|
$18.40
|
08/04/21
|
Common Shares, $0.03 par value
|
3,100
|
N/A
|
$18.42
|
08/05/21
|
Common Shares, $0.03 par value
|
1,381
|
N/A
|
$18.00
|
09/07/21
|
Common Shares, $0.03 par value
|
6,000
|
N/A
|
$23.02
|
09/07/21
|
Common Shares, $0.03 par value
|
5,800
|
N/A
|
$23.04
|
09/14/21
|
Common Shares, $0.03 par value
|
N/A
|
2,000
|
$31.20
|
09/16/21
|
Common Shares, $0.03 par value
|
N/A
|
2,800
|
$33.90
|
09/17/21
|
Common Shares, $0.03 par value
|
N/A
|
2,800
|
$35.88
|
09/17/21
|
Common Shares, $0.03 par value
|
N/A
|
2,300
|
$35.88
|
09/22/21
|
Common Shares, $0.03 par value
|
N/A
|
2,500
|
$35.70
|
09/23/21
|
Common Shares, $0.03 par value
|
N/A
|
2,800
|
$37.85
|
09/24/21
|
Common Shares, $0.03 par value
|
N/A
|
1,765
|
$35.04
|
This ‘SC 13D/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 10/5/21 | |||
Filed on: | 10/4/21 | |||
9/16/21 | ||||
9/15/21 | ||||
6/15/21 | ||||
2/1/21 | 6-K | |||
6/10/19 | ||||
12/18/18 | ||||
List all Filings |