Diana Containerships Inc.
|
(Name of Issuer)
|
Common Stock, $0.01 par value per share
|
(Title of Class of Securities)
|
Y2069P101
|
(CUSIP Number)
|
Attn: Ioannis Zafirakis
Pendelis 18, 175 64 Palaio Faliro
Athens, Greece
011 30 216 600 24000
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
July 29, 2014
|
(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 ss.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).
|
CUSIP No.
|
Y2069P101
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Simeon Palios
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
|
|
(a)
|
[ ]
|
|
|
(b)
|
[x]
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
[_]
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Greece
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
6,169,580
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
14,905
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
6,169,580
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,184,485
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
|
|
[ ]
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
8.5%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
|
|
|
|
CUSIP No.
|
Y2069P101
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Corozal Compania Naviera S.A.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
|
|
(a)
|
[_]
|
|
|
(b)
|
[x]
|
3.
|
SEC USE ONLY
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
[_]
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Panamanian
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
|
8.
|
SHARED VOTING POWER
|
|
|
154,970
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
154,970
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
|
|
[ ]
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.2%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
CUSIP No.
|
Y2069P101
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Ironwood Trading Corp.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
|
|
(a)
|
[_]
|
|
|
(b)
|
[x]
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
[_]
|
|
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Liberian
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
|
8.
|
SHARED VOTING POWER
|
|
|
309,941
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
309,941
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
[_]
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.4%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
CUSIP No.
|
Y2069P101
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
|
|
(a)
|
[_]
|
|
|
(b)
|
[x]
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
OO
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
[_]
|
|
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Panamanian
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
|
8.
|
SHARED VOTING POWER
|
|
|
5,704,669
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
5,704,669
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,704,669
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
[ ]
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
7.8%
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
Item 1.
|
Security and Issuer.
|
|
|
No material change from the Schedule 13D/A filed with the Commission on October 22, 2012.
|
|
Item 2.
|
Identity and Background.
|
|
|
This Amendment No. 4 to the Schedule 13D is being filed on behalf of the Reporting Persons, as described in the Schedule 13D/A filed with the Commission on October 22, 2012.
To the best of the Reporting Persons' knowledge, none of the persons listed in Item 2 have, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 violations with respect to such laws.
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
|
Item 4.
|
Purpose of Transaction.
|
|
|
|
|
|
Mr. Simeon Palios, the Chairman, President and Chief Executive Officer of both Diana Shipping Inc. and the Issuer, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Taracan purchased the 3,984,064 Shares reported herein for investment purposes pursuant to the Securities Purchase Agreement, which is attached hereto as Exhibit B and the terms of which are incorporated herein by reference.
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above.
Other than as described above, there are no material changes from the Schedule 13D/A filed with the Commission on October 22, 2012.
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
|
|
|
|
|
Pursuant to the Securities Purchase Agreement, which is attached hereto as Exhibit B and the terms of which are incorporated by reference herein, Taracan was granted certain rights of first refusal over subsequent equity offerings by the Issuer.
Pursuant to a Registration Rights Agreement dated July 28, 2014, by and among the Issuer, 12 West Capital Fund LP, 12 West Capital Offshore Fund LP, Diana Shipping Inc., Taracan, 4 Sweet Dreams S.A., Andreas Michalopoulos, and Ioannis Zafirakis, which is attached hereto as Exhibit C and the terms of which are incorporated by reference herein, Taracan was granted customary registration rights with respect to the Shares purchased pursuant to the Securities Purchase Agreement.
Other than as set forth above, no material change from the Schedule 13D/A filed with the Commission on October 22, 2012.
|
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
|
|
|
Exhibit A Joint Filing Agreement dated August 18, 2014 among the Reporting Persons
Exhibit B Securities Purchase Agreement, dated July 28, 2014, by and among the Issuer, 12 West Capital Fund LP, 12 West Capital Offshore Fund LP, Taracan, 4 Sweet Dreams S.A., Andreas Michalopoulos, and Ioannis Zafirakis, incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 6-K filed by the Issuer on July 30, 2014.
Exhibit C Registration Rights Agreement, dated July 28, 2014, by and among the Issuer, 12 West Capital Fund LP, 12 West Capital Offshore Fund LP, Taracan, 4 Sweet Dreams S.A., Andreas Michalopoulos, and Ioannis Zafirakis, incorporated by reference to Exhibit 99.2 to the Issuer's Current Report on Form 6-K filed by the Issuer on July 30, 2014.
|
|
|
|
August 18, 2014
|
|
|
(Date)
|
|
|
|
Corozal Compania Naviera S.A.
By
/s/ Simeon Palios
|
|
Ironwood Trading Corp.
By
/s/ Simeon Palios
|
Simeon Palios
Principal
|
|
Simeon Palios
Principal
|
|
|
|
|
|
|
Taracan Investments S.A.
By
/s/ Simeon Palios
|
|
|
Simeon Palios
Principal
|
|
|
|
|
|
|
|
|
/s/ Simeon Palios
|
|
|
Simeon Palios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corozal Compania Naviera S.A.
By
/s/ Simeon Palios
|
|
Ironwood Trading Corp.
By
/s/ Simeon Palios
|
Simeon Palios
Principal
|
|
Simeon Palios
Principal
|
|
|
|
|
|
|
Taracan Investments S.A.
By
/s/ Simeon Palios
|
|
|
Simeon Palios
Principal
|
|
|
|
|
|
|
|
|
/s/ Simeon Palios
|
|
|
Simeon Palios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|