UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act
of 1934
(Amendment No. 66)*
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TOP SHIPS
INC.
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(Name of
Issuer)
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Common Stock, par
value $0.01 per share
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(Title of Class of
Securities)
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Y8897Y180
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(CUSIP
Number)
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Dimosthenis
Eleftheriadis
11 Kanari
Street
106 71 Athens,
Greece
011 (30) 210 364
0030
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(Name, Address and
Telephone Number of Person Authorized to Receive
Notices and
Communications)
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August 20,
2020
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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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1.
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NAME OF REPORTING PERSONS
Family Trading 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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[X]
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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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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
Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%
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14.
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TYPE OF REPORTING PERSON
CO
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(1) Family
Trading Inc. holds 11,264 Series E Perpetual Convertible Preferred
Stock (the “Series E Preferred Shares”) and on August 20, 2020
entered into a Standstill Agreement (discussed in Item 6
below).
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1.
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NAME OF REPORTING PERSONS
Tankers Family 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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[X]
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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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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
Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
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8.
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SHARED VOTING POWER
0(1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
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0(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Less than 0.0%(2)
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14.
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TYPE OF REPORTING PERSON
CO
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____________________
(1) On May 8, 2017, the
Issuer (defined below) issued 100,000 shares of Series D
Preferred Stock to Tankers Family Inc. One share of Series D
Preferred Stock has the voting power of 1,000 Common Shares. Shares
of the Series D Preferred Stock are not convertible into Common
Shares. See Item 6.
(2) See Item 5(a).
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1.
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NAME OF REPORTING PERSONS
The Lax Trust
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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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[X]
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(b)
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[_]
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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
New Zealand
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
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8.
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SHARED VOTING POWER
0 (1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
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0 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%(2)
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14.
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TYPE OF REPORTING PERSON
OO
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____________________
(1) The Lax Trust is an irrevocable trust established for the
benefit of certain family members of Evangelos Pistiolis, the
President, Chief Executive Officer and Director of the Issuer. The
Lax Trust is the sole shareholder of Family Trading Inc. and
Tankers Family Inc., each a Marshall Islands corporation
(collectively, the "Holding Companies") and may be deemed to
beneficially own all of the Common Shares and shares of Series D
Preferred Stock beneficially owned by the Holding Companies, as
applicable.
(2) See Item 5(a).
Explanatory Note: This Amendment
No. 66 (this "Amendment No. 66") amends and supplements the Schedule
13D/A (the "Schedule 13D/A") filed with the U.S. Securities and
Exchange Commission (the "Commission") by Family Trading Inc.
("Family Trading"), Tankers Family Inc.
("Tankers Family"), and the Lax Trust (the
"Trust") on
August 13, 2020. This Amendment No. 66 is being filed on behalf of
Family Trading, Tankers Family and the Trust (collectively, the
“Reporting Persons”). This Amendment No. 66 is being
filed to reflect the decrease in the beneficial ownership of shares
of common stock, par value $0.01 per share (the
“Common
Shares”) of TOP
Ships Inc., a corporation incorporated in the Marshall Islands (the
“Issuer”) and constitutes an exit filing for
the Reporting Persons.
Capitalized terms used herein but
not otherwise defined shall have the meaning set forth in the
Schedule 13D/A filed with the Commission on August 13, 2020.
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Item 1.
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Security and
Issuer
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This Amendment No. 66 is being filed
with respect to the Common Shares of the Issuer.
The address of the principal executive offices of the Issuer
is:
1 Vasilisis Sofias and Megalou
Alexandrou Str
15124 Maroussi
Greece
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Item 2.
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Identity and
Background.
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There are no material changes to
the Schedule 13D/A filed by the Reporting Persons with the
Commission on August 13,
2020.
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Item 3.
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Source and Amount
of Funds or Other Consideration.
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Other than as set forth above,
there are no material changes to the Schedule 13D/A filed by the
Reporting Persons with the Commission on August 13, 2020.
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Item 4.
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Purpose of
Transaction
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There are no material changes to
the Schedule 13D/A filed by the Reporting Persons with the
Commission on August 13,
2020.
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Item 5.
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Interest in
Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety to read
as follows:
(a. and b.) According to
information received from the Issuer, as of September 2, 2020,
there were 39,831,972 Common Shares issued and outstanding. Based
on the foregoing, the Reporting Persons report beneficial ownership
of the following Common Shares:
Family Trading does not
beneficially own any Common Shares.
The Trust has the sole power to
vote or direct the vote of 0 Common Shares and the sole power
to dispose or direct the disposition of 0 Common Shares.
Tankers Family beneficially owns
100,000 shares of Series D
Preferred Stock. One share of Series D Preferred Stock has
the voting power of 1,000 Common Shares. See Item 6.
To the best knowledge of the
Reporting Persons, 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 the Schedule 13D/A and this Amendment No. 66. Voting and
disposition of the Common Shares held by the Reporting Persons
require the approval of the Trustee of the Trust.
(c.) Except for those
transactions described herein (see Items 3 and 6), to the best
knowledge of the Reporting Persons, no other transactions in the
Common Shares were effected by the persons enumerated in response
to paragraph (a) during the past 60 days.
(d.) 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.
(e.) The Reporting Persons ceased
to be beneficial owners of more than five percent of the Issuer’s
outstanding Common Shares on August 20, 2020.
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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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On August 20, 2020, Family
Trading and the Issuer entered into a Standstill Agreement,
pursuant to which Family Trading agreed, among other things, not to
exercise its conversion right on any shares of Series E Perpetual
Convertible Preferred Stock of the Issuer until August 20, 2021, at
the earliest, except under certain limited circumstances set forth
therein. As a result of the Standstill Agreement, the Reporting
Persons ceased to beneficially own more than five percent of the
Issuer’s outstanding Common Shares.
To the best of the Reporting
Persons' knowledge and except as described in this Amendment No.
66, there are no other material changes to this Item 6 from the
Schedule 13D/A filed with the Commission on August 13, 2020.
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Item 7.
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Material to be
Filed as Exhibits.
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Exhibit A
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Joint Filing Undertaking (previously
filed).
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Exhibit B
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Amended Family Trading Credit Facility
(incorporated by reference
to the Reporting Persons' Schedule 13D/A filed with the Commission
on March 1, 2017).
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Exhibit C
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Form of Warrant
Agreement (incorporated by
reference to the Issuer's Post-Effective Amendment No. 1 to the
Registration Statement on Form F-1, filed with the Commission on
May 9, 2016 (File No. 333-194690)).
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Exhibit D
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Statement of
Designations of Series D Preferred Shares (incorporated by reference to the
Issuer's Current Report on Form 6-K, filed with the Commission on
May 8, 2017).
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Exhibit E
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Addendum to the Amended Family Trading
Credit Facility dated September 26, 2018 (incorporated by reference
to the Issuer’s Current Report on Form 6-K, filed with the
Commission on October 3,
2018).
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Exhibit F
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Addendum to the Amended Family Trading
Credit Facility dated October 30, 2018 (previously
filed).
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Exhibit G
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Addendum to the Amended Family Trading
Credit Facility dated December 31, 2018 (previously
filed).
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Exhibit H
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Addendum to the Amended Family Trading
Credit Facility dated January 22, 2019 (previously filed).
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Exhibit I
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Stock Purchase
Agreement dated March 29, 2019 (incorporated by reference to the
Issuer's Current Report on Form 6-K, filed with the Commission on
April 1, 2019).
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Exhibit J
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Statement of
Designations of Series E Perpetual Convertible Preferred Stock
dated March 29, 2019 (incorporated by reference to the
Issuer's Current Report on Form 6-K, filed with the Commission on
April 1, 2019).
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SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this
statement is true, complete and correct.
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Dated: September 3, 2020
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FAMILY TRADING
INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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President/Director
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TANKERS FAMILY
INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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Vice President / Secretary
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THE LAX TRUST
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NEW ZEALAND TRUST CORPORATION LIMITED,
as Trustee
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By:
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/s/ Karen Marshall
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Name:
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Karen Marshall
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Title:
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Director
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Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
