d1098756_13d-a.htm

 
 
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.
14
)*
 
SEANERGY MARITIME HOLDINGS CORP.
(Name of Issuer)
 
COMMON STOCK
(Title of Class of Securities)
 
Y 73760103
(CUSIP Number)
 
Evan Breibart
11 Poseidonos Avenue
Athens 167 77 Greece
+30 210 8910 170
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 18, 2010
(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 Rule 13d-1(e), Rule 13d-1
(f) or Rule 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 Rule 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).

 
 
 
Schedule 13D
  
Page 2of 14
CUSIP No.
Y 73760103
  


 
1.
Names of Reporting Persons
 
United Capital Investments Corp.
  
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
     o
 
(b)
     o
 
 
3.
SEC Use Only
    
 
 
4.
Source of Funds (See Instructions)
WC
  
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     o
 
 
6.
Citizenship or Place of Organization
Liberia
  
 
 
 
7.
Sole Voting Power
10,970,531
  
Number of Shares Beneficially Owned by Each Reporting Person
With
  
 
8.
Shared Voting Power
1,460,2501
  
 
 
9.
Sole Dispositive Power
10,970,531
  
 
 
10.
Shared Dispositive Power
1,460,2501
  
 
 
11.
Aggregate Amount Beneficially Owned By Each Reporting Person
12,430,7811
  
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
19.7%2
  
 
14.
Type of Reporting Person (See Instructions)
             
 
CO

 
1   For purposes of  Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned.  As a result, the number of shares of Common Stock disclosed includes 2,826,584 shares of Common Stock issuable upon exercise of warrants.
 
2  Calculated based upon the 60,200,170 shares of Common Stock of the Issuer reported outstanding as of May 10, 2010, as adjusted for shares of Common Stock issuable upon exercise of warrants held by the Reporting Person.

 
 
 
Schedule 13D
  
Page 3 of 14
CUSIP No.
Y 73760103
  



1.
Names of Reporting Persons
 
Atrion Shipholding S.A.
  
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
     o
 
(b)
     o
 
 
3.
SEC Use Only
    
 
 
4.
Source of Funds (See Instructions)
WC
  
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     o
 
 
6.
Citizenship or Place of Organization
Marshall Islands
  
 
 
 
7.
Sole Voting Power
9,637,3063
  
Number of Shares Beneficially Owned by Each Reporting Person
With
  
 
8.
Shared Voting Power
0
  
 
 
9.
Sole Dispositive Power
9,637,3063
  
 
 
10.
Shared Dispositive Power
0
  
 
 
11.
Aggregate Amount Beneficially Owned By Each Reporting Person
9,637,3063
  
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
15.5%2
  
 
14.
Type of Reporting Person (See Instructions)
             
 
CO

 
3For purposes of  Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned.  As a result, the number of shares of Common Stock disclosed includes 2,002,083 shares of Common Stock issuable upon exercise of warrants.

 
 
 
Schedule 13D
  
Page 4 of 14
CUSIP No.
Y 73760103
  



1.
Names of Reporting Persons
 
Plaza Shipholding Corp.
  
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
     o
 
(b)
     o
 
 
3.
SEC Use Only
    
 
 
4.
Source of Funds (See Instructions)
WC
  
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     o
 
 
6.
Citizenship or Place of Organization
Marshall Islands
  
 
 
 
7.
Sole Voting Power
9,700,9014
  
Number of Shares Beneficially Owned by Each Reporting Person
With
  
 
8.
Shared Voting Power
70,000
  
 
 
9.
Sole Dispositive Power
9,700,9014
  
 
 
10.
Shared Dispositive Power
70,000
  
 
 
11.
Aggregate Amount Beneficially Owned By Each Reporting Person
9,770,9014
  
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
15.7%2
  
 
14.
Type of Reporting Person (See Instructions)
             
 
CO


 
4For purposes of  Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned.  As a result, the number of shares of Common Stock disclosed includes 2,002,084 shares of Common Stock issuable upon exercise of warrants.

 
 
 
Schedule 13D
  
Page 5 of 14
CUSIP No.
Y 73760103
  



1.
Names of Reporting Persons
  
 
Comet Shipholding Inc.
    
   
   
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
  
 
(a)
       o
 
(b)
       o
   
   
3.
SEC Use Only
      
   
   
4.
Source of Funds (See Instructions)
WC
    
   
   
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
       o
   
   
6.
Citizenship or Place of Organization
Marshall Islands
    
   
   
 
7.
Sole Voting Power
9,637,5975
    
Number of Shares Beneficially Owned by Each Reporting Person
With
    
   
8.
Shared Voting Power
0
    
   
   
9.
Sole Dispositive Power
9,637,5975
    
   
   
10.
Shared Dispositive Power
0
    
   
   
11.
Aggregate Amount Beneficially Owned By Each Reporting Person
9,637,5975
    
   
   
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
       o
   
   
13.
Percent of Class Represented by Amount in Row (11)
15.5%2
    
   
14.
Type of Reporting Person (See Instructions)
  
               
 
CO
  
   

 
5 For purposes of  Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned.  As a result, the number of shares of Common Stock disclosed includes 2,002,083 shares of Common Stock upon exercise of warrants.  Excludes 79,050 shares of Common Stock issuable upon exercise of warrants owned by an affiliate of the Reporting Person.

 
 
 
Schedule 13D
  
Page 6 of 14
CUSIP No.
Y 73760103
  



1.
Names of Reporting Persons
 
Benbay Limited
  
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
     o
 
(b)
     o
 
 
3.
SEC Use Only
    
 
 
4.
Source of Funds (See Instructions)
WC
  
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     o
 
 
6.
Citizenship or Place of Organization
Republic of Cyprus
  
 
 
 
7.
Sole Voting Power
0
  
Number of Shares Beneficially Owned by Each Reporting Person
With
  
 
8.
Shared Voting Power
390,250
  
 
 
9.
Sole Dispositive Power
0
  
 
 
10.
Shared Dispositive Power
390,250
  
 
 
11.
Aggregate Amount Beneficially Owned By Each Reporting Person
390,250
  
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
0.6%6
  
 
14.
Type of Reporting Person (See Instructions)
             
 
CO

 
6 Calculated based upon the 60,200,170 shares of Common Stock of the Issuer reported outstanding as of May 10, 2010.

 
 
 
Schedule 13D
  
Page 7 of 14
CUSIP No.
Y 73760103
  



 
1.
Names of Reporting Persons
 
United Capital Trust, Inc.
  
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
     o
 
(b)
     o
 
 
3.
SEC Use Only
    
 
 
4.
Source of Funds (See Instructions)
WC
  
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     o
 
 
6.
Citizenship or Place of Organization
Liberia
  
 
 
 
7.
Sole Voting Power
0
  
Number of Shares Beneficially Owned by Each Reporting Person
With
  
 
8.
Shared Voting Power
1,000,000
  
 
 
9.
Sole Dispositive Power
0
  
 
 
10.
Shared Dispositive Power
1,000,000
  
 
 
11.
Aggregate Amount Beneficially Owned By Each Reporting Person
1,000,000
  
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
1.7%6
  
 
14.
Type of Reporting Person (See Instructions)
             
 
CO

 
 
 
Schedule 13D
  
Page 8 of 14
CUSIP No.
Y 73760103
  



1.
Names of Reporting Persons
 
Georgios Koutsolioutsos
  
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
     o
 
(b)
     o
 
 
3.
SEC Use Only
    
 
 
4.
Source of Funds (See Instructions)
PF
  
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     o
 
 
6.
Citizenship or Place of Organization
Greece
  
 
 
 
7.
Sole Voting Power
9,568,3807
  
Number of Shares Beneficially Owned by Each Reporting Person
With
  
 
8.
Shared Voting Power
0
  
 
 
9.
Sole Dispositive Power
9,568,3807
  
 
 
10.
Shared Dispositive Power
0
  
 
 
11.
Aggregate Amount Beneficially Owned By Each Reporting Person
9,568,3807
  
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
14.3%2
  
 
14.
Type of Reporting Person (See Instructions)
             
 
IN


 
7  For purposes of  Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned.  As a result, the number of shares of Common Stock disclosed includes 6,727,000 shares of Common Stock issuable upon exercise of warrants.

 
 
 
Schedule 13D
  
Page 9 of 14
CUSIP No.
Y 73760103
  



 
1.
Names of Reporting Persons
 
Alexios Komninos
  
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
     o
 
(b)
     o
 
 
3.
SEC Use Only
    
 
 
4.
Source of Funds (See Instructions)
PF
  
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     o
 
 
6.
Citizenship or Place of Organization
Greece
  
 
 
 
7.
Sole Voting Power
1,183,4178
  
Number of Shares Beneficially Owned by Each Reporting Person
With
  
 
8.
Shared Voting Power
0
  
 
 
9.
Sole Dispositive Power
1,183,4178
  
 
 
10.
Shared Dispositive Power
0
  
 
 
11.
Aggregate Amount Beneficially Owned By Each Reporting Person
1,183,4178
  
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
1.9%2
  
 
14.
Type of Reporting Person (See Instructions)
             
 
IN

 
8  For purposes of  Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned.  As a result, the number of shares of Common Stock disclosed includes 880,917 shares of Common Stock issuable upon exercise of warrants.

 
 
 
Schedule 13D
  
Page 10 of 14
CUSIP No.
Y 73760103
  



1.
Names of Reporting Persons
 
Ioannis Tsigkounakis
  
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
     o
 
(b)
     o
 
 
3.
SEC Use Only
    
 
 
4.
Source of Funds (See Instructions)
PF
  
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     o
 
 
6.
Citizenship or Place of Organization
Greece
  
 
 
 
7.
Sole Voting Power
560,8169
  
Number of Shares Beneficially Owned by Each Reporting Person
With
  
 
8.
Shared Voting Power
0
  
 
 
9.
Sole Dispositive Power
560,8169
  
 
 
10.
Shared Dispositive Power
0
  
 
 
11.
Aggregate Amount Beneficially Owned By Each Reporting Person
560,8169
  
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     o
 
 
13.
Percent of Class Represented by Amount in Row (11)
0.9%2
  
 
14.
Type of Reporting Person (See Instructions)
             
 
IN


 
9  For purposes of  Schedule 13D, shares of Common Stock which the Reporting Person has the right to acquire within 60 days of the event requiring this filing are included in the number of shares beneficially owned.  As a result, the number of shares of Common Stock disclosed includes 400,416 shares of Common Stock issuable upon exercise of warrants.

 
 
 
Schedule 13D
  
Page 11 of 14
CUSIP No.
Y 73760103
  


ITEM 1.                      Security and Issuer.

This statement relates to the common stock, par value $0.0001 per share (“Common Stock”) issued by Seanergy Maritime Corp., a Marshall Islands corporation (the “Issuer”), whose principal executive offices are located at c/o Vgenopoulos and Partners Law Firm, 15 Filikis Eterias Square, Athens, 106 73, Greece.

ITEM 2.                      Identity and Background.

(a) – (c), (f) This statement is being filed by each of the persons identified below (collectively the “Reporting Persons”):

 
Name
 
Address
Jurisdiction of Incorporation or Place of Citizenship
 
Occupation
United Capital Investments Corp.
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
 
Liberia
Investments
Atrion Shipholding S.A.
 
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
 
Marshall Islands
Investments
Comet Shipholding Inc.
 
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
 
Marshall Islands
Investments
Plaza Shipholding Corp.
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
Attention: Dale Ploughman
 
Marshall Islands
Investments
Benbay Limited
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
 
Republic of Cyprus
Investments
United Capital Trust, Inc.
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
 
Liberia
Investments
Bella Restis (1)
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
 
Greece
Business and Philanthropy
Claudia Restis (1)
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
 
Greece
Business and Philanthropy
Katia Restis (1)
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
 
Greece
Business and Philanthropy
Victor Restis (1)(2)
c/o 11 Poseidonos Avenue
16777 Elliniko
Athens, Greece
 
Greece
Business and Philanthropy
Georgios Koutsolioutsos
c/o Vgenopoulos and Partners Law Firm
15 Filikis Eterias Square
Athens, 106 73, Greece
 
Greece
Vice President, Folli Follie, S.A. and Chairman of the Board of Issuer
Alexios Komninos
c/o Vgenopoulos and Partners Law Firm
15 Filikis Eterias Square
Athens, 106 73, Greece
Greece
Chief Operating Officer, N. Komninos Securities, S.A.
 

 
 
 
Schedule 13D
  
Page 12 of 14
CUSIP No.
Y 73760103
  

 
Name
 
Address
Jurisdiction of Incorporation or Place of Citizenship
 
Occupation
Ioannis Tsigkounakis
c/o Vgenopoulos and Partners Law Firm
15 Filikis Eterias Square
Athens, 106 73, Greece
Greece
Attorney with Vgenopoulos and Partners Law Firm
_________
(1) The listed person is a shareholder of each of the corporate Reporting Persons.
(2) The listed person is the sole shareholder of Benbay Limited, and Philippas Philippou is the sole director of Benbay Limited.

(d) – (e)  None of the Reporting Persons has 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.

United Capital Investments Corp is reporting the beneficial ownership of an additional 895,723 shares of Common Stock.  No borrowed funds were used to purchase the 895,723 shares of Common Stock, other than any borrowed funds used for working capital purposes in the ordinary course of business.

ITEM 4.                      Purpose of Transaction.

The purpose of the transactions reported in this Amendment No. 14 is to purchase shares for investment purposes.
 
Except as previously disclosed in the original Schedule 13D filed by the Reporting Persons on May 30, 2008 and as set forth below, no Reporting Plan has any present plans or proposals which relate to or would result in the occurrence of any of the events described in Item 4 (a) through (j) of Schedule 13D.

ITEM 5.                      Interest in Securities of the Issuer.

(a) - (b)  As of the date hereof, the Reporting Persons' beneficial ownership is as set forth below:
 
             
Voting
      
Dispositive
  
Name
    
Percentage of Shares Beneficially Owned
      
Sole
      
Shared
      
Sole
      
Shared
  
United Capital Investments Corp.
     19.7 %     10,970,531       1,460,250       10,970,531       1,460,250  
Atrion Shipholding S.A.
     15.5 %     9,637,306       0       9,637,306       0  
Plaza Shipholding Corp.
     15.7 %     9,700,901       70,000       9,700,901       70,000  
Comet Shipholding Inc.
     15.5 %     9,637,597       0       9,637,597       0  
Benbay Limited
     0.6 %     0       390,250       0       390,250  
United Capital Trust, Inc.
     1.7 %     0       1,000,000       0       1,000,000  
Georgios Koutsolioutsos
     14.3 %     9,568,380       0       9,568,380       0  
Alexios Komninos
     1.9 %     1,183,417       0       1,183,417       0  
Ioannis Tsigkounakis
     0.9 %     560,816       0       560,816       0  
 
(c) On March 18, 2010, United Capital Investments Corp. purchased 895,723 shares of Common Stock on the open market for a purchase price of $1.22.

(d) N/A
 

 
 
 
Schedule 13D
  
Page 13 of 14
CUSIP No.
Y 73760103
  

 
 
(e) Upon the expiration of the Voting Agreement on May 20, 2010 (as described in Item 6 below), each of Benbay Limited, United Capital Trust, Inc, Alexios Komninos and Ioannis Tsigkounakis ceased to be the beneficial owner of more than 5% of the outstanding Common Stock.  Therefore, this is the final amendment to this Schedule 13D being filed by Benbay Limited, United Capital Trust, Inc, Alexios Komninos and Ioannis Tsigkounakis.

ITEM 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On May 20, 2010, the Voting Agreement entered into on May 20, 2008 by and among Panagiotis Zafet, Simon Zafet, United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., Comet Shipholding, Inc., Georgios Koutsolioutsos, Alexios Komninos and Ioannis Tsigkounakis expired.

ITEM 7.                      Materials to be Filed as Exhibits.

1.           Stock Purchase Agreement dated May 20, 2008 (1)
2.
Joint Filing Agreement dated November 18, 2008 among United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp., Comet Shipholding Inc., United Capital Trust, Inc., Benbay Limited, George Koutsolioutsos, Alexios Komninos, Ioannis Tsigkounakis (2)
 
 
 
(1) Previously filed as an Exhibit to the Schedule 13D filed on May 30, 2008.
 
(2) Previously filed as an Exhibit to Amendment No. 9 to Schedule 13D filed on November 18, 2008.


 
 
 

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  June 16, 2010
 


UNITED CAPITAL INVESTMENTS CORP.
  
BENBAY LIMITED
     
By:
/s/ Evan Breibart
  
By:
/s/ Stelios Katevatis
 
Name:
Evan Breibart
    
Name:
Stelios Katevatis
 
Title:
Authorized Representative
    
Title:
Authorized Representative
             
             
ATRION SHIPHOLDING S.A.
  
UNITED CAPITAL TRUST, INC.
     
By:
/s/ Evan Breibart
  
By:
/s/ Konstantinos Koutsoubelis
 
Name:
Evan Breibart
    
Name:
Konstantinos Koutsoubelis
 
Title:
Authorized Representative
    
Title:
Authorized Representative
             
             
PLAZA SHIPHOLDING CORP.
    
     
By:
/s/ Evan Breibart
  
/s/ George Koutsolioutsos
 
Name:
Evan Breibart
  
George Koutsolioutsos
 
Title:
Authorized Representative
    
         
       
/s/ Alexios Komninos
       
Alexios Komninos
         
COMET SHIPHOLDING INC.
    
       
/s/ Ioannis Tsigkounakis
By:
/s/ Evan Breibart
  
Ioannis Tsigkounakis
 
Name:
Evan Breibart
    
 
Title:
Authorized Representative
    
         

 
 
SK 26979 0001 1098756