AMENDMENT NO. 5 TO
STATEMENT ON SCHEDULE 13D
This Amendment No. 5 to the Statement on Schedule 13D originally filed on February 5, 2018, as amended by Amendment No. 1 on
March 27, 2020, Amendment No. 2 on June 1, 2021, Amendment No. 3 on May 31, 2023 and Amendment No. 4 on November 3, 2023 (the “Schedule 13D”) relates to the common stock, par value $0.01 per share
(“Common Stock”), of StealthGas Inc., a Marshall Islands corporation (the “Company”).
Information given in response
to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the
Schedule 13D.
| Item 2. |
Identity and Background |
(a)-(c), (f) This Schedule 13D is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by
reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation (“Flawless”), Arethusa Properties LTD (“Arethusa”), a British Virgin Islands company, and Harry N. Vafias in his personal capacity
(sometimes collectively referred to as the “Reporting Persons”). The principal business of Flawless is investing in securities. The principal business of Arethusa Properties LTD is acting as a ship holding company. The business address of
each of Flawless and Mr. Vafias is c/o StealthGas Inc., 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. The business address of Arethusa is Kingston Chambers, P.O. BOX 173, Road Town, Tortola, British Virgin Islands. The sole
officer and director of each of Flawless and Arethusa is Harry N. Vafias. Harry N. Vafias is an individual of Greek citizenship who is the Chief Executive Officer, President and Chief Financial Officer of the Company.
(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, no Reporting Person was 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.
| Item 3. |
Source and Amount of Funds or Other Consideration |
On December 5, 2023, Mr. Vafias’s mother, Theano Vafias, transferred all of the outstanding equity interests in Arethusa, which
owns 586,020 shares of Common Stock, to Mr. Vafias without consideration.
On December 8, 2023, Mr. Vafias acquired, as
compensatory awards, (1) 559,000 restricted shares of Common Stock with a vesting date of December 8, 2024 for 279,500 such shares and December 8, 2025 for 279,500 such shares, and (2) options exercisable to acquire 290,000 shares of
Common Stock at an exercise price per share equal to $6.43, the closing price of the Common Stock on December 8, 2023, and an option expiration date of December 8, 2033, and with a vesting date of December 8, 2024 for 145,000 such
option shares and December 8, 2025 for 145,000 such option shares.
| Item 4. |
Purpose of Transaction. |
See the response to Item 3, which is incorporated by reference herein. None of the Reporting Persons has any plans or proposals with respect to
any material change in the Company’s business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer |
Item 5 is hereby amended to add the following:
(a) See Items 11 and 13 on the cover pages to this Amendment No. 5 for the aggregate number and percentage of the class of Common Stock
owned by each Reporting Person.