-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RHgtEvcu4pIoMHv5FLhBm11F0buBjYjwFPOv/lIDHha6mFrToyYih0kW0ojBn+P6 G5U9z0403+MqjtMOofu6EQ== 0000906344-09-000597.txt : 20090626 0000906344-09-000597.hdr.sgml : 20090626 20090626142018 ACCESSION NUMBER: 0000906344-09-000597 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090626 DATE AS OF CHANGE: 20090626 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Paragon Shipping Inc. CENTRAL INDEX KEY: 0001401112 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83649 FILM NUMBER: 09912402 BUSINESS ADDRESS: STREET 1: 15 KARAMANLI AVE STREET 2: GR 166 73 CITY: VOULA STATE: J3 ZIP: 00000 BUSINESS PHONE: 011-30-210-891-4600 MAIL ADDRESS: STREET 1: 15 KARAMANLI AVE STREET 2: GR 166 73 CITY: VOULA STATE: J3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEELHEAD PARTNERS LLC CENTRAL INDEX KEY: 0001133521 IRS NUMBER: 911740598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1301 FIRST AVENUE STREET 2: STE 201 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066892450 MAIL ADDRESS: STREET 1: 1301 FIRST AVENUE STREET 2: STE 201 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13G 1 paragon_shipping-13g.htm SCHEDULE 13G paragon_shipping-13g.htm - Generated by SEC Publisher for SEC Filing

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

Paragon Shipping Inc.
(Name of Issuer)

Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)

69913R309
(CUSIP Number)

June 23, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

ý Rule 13d-1(b)

ý Rule 13d-1(c)

¨ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).


 

(1 )   Names of Reporting Persons.  STEELHEAD PARTNERS, LLC  
            (a)  £  
(2 )   Check the Appropriate Box if a Member of a Group (See Instructions)  (b)  £  
 
(3 )   SEC Use Only           
 
(4 )   Citizenship or Place of Organization  Delaware  
 
NUMBER OF  (5 )  Sole Voting Power  1,418,000  
SHARES           
BENEFICIALLY  (6 )  Shared Voting Power  0  
OWNED BY EACH           
REPORTING  (7 )  Sole Dispositive Power  1,418,000  
PERSON WITH           
(8 )  Shared Dispositive Power  0  
 
(9 )     Aggregate Amount Beneficially Owned by Each Reporting Person  1,418,000  
 
(10 )     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  £  
 
(11 )     Percent of Class Represented by Amount in Row (9)  5.2 % 
 
(12 )     Type of Reporting Person (See Instructions)  IA  

2


 

(1 )   Names of Reporting Persons.  JAMES MICHAEL JOHNSTON  
            (a)  £  
(2 )   Check the Appropriate Box if a Member of a Group (See Instructions)  (b)  £  
 
(3 )   SEC Use Only           
 
(4 )   Citizenship or Place of Organization  United States  
 
NUMBER OF  (5 )  Sole Voting Power  0  
SHARES           
BENEFICIALLY  (6 )  Shared Voting Power  1,418,000  
OWNED BY EACH           
REPORTING  (7 )  Sole Dispositive Power  0  
PERSON WITH           
(8 )  Shared Dispositive Power  1,418,000  
 
(9 )     Aggregate Amount Beneficially Owned by Each Reporting Person  1,418,000  
 
(10 )     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  £  
 
(11 )     Percent of Class Represented by Amount in Row (9)  5.2 % 
 
(12 )     Type of Reporting Person (See Instructions)  IN/HC  

3


 

(1 )   Names of Reporting Persons.  BRIAN KATZ KLEIN  
            (a)  £  
(2 )   Check the Appropriate Box if a Member of a Group (See Instructions)  (b)  £  
 
(3 )   SEC Use Only           
 
(4 )   Citizenship or Place of Organization  United States  
 
NUMBER OF  (5 )  Sole Voting Power  0  
SHARES           
BENEFICIALLY  (6 )  Shared Voting Power  1,418,000  
OWNED BY EACH           
REPORTING  (7 )  Sole Dispositive Power  0  
PERSON WITH           
(8 )  Shared Dispositive Power  1,418,000  
 
(9 )     Aggregate Amount Beneficially Owned by Each Reporting Person  1,418,000  
 
(10 )     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  £  
 
(11 )     Percent of Class Represented by Amount in Row (9)  5.2 % 
 
(12 )     Type of Reporting Person (See Instructions)  IN/HC  

4


 

(1 )   Names of Reporting Persons.  STEELHEAD NAVIGATOR MASTER, L.P.  
              (a)  £  
(2 )   Check the Appropriate Box if a Member of a Group (See Instructions)    (b)  £  
 
(3 )   SEC Use Only             
 
(4 )   Citizenship or Place of Organization    Bermuda  
 
NUMBER OF  (5 )  Sole Voting Power    1,374,000  
SHARES             
BENEFICIALLY  (6 )  Shared Voting Power    0  
OWNED BY EACH             
REPORTING  (7 )  Sole Dispositive Power    1,374,000  
PERSON WITH             
(8 )  Shared Dispositive Power    0  
 
(9 )     Aggregate Amount Beneficially Owned by Each Reporting Person    1,374,000  
 
(10 )     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  £  
 
(11 )     Percent of Class Represented by Amount in Row (9)    5.1 % 
 
(12 )     Type of Reporting Person (See Instructions)    PN  

5


 

Item 1(a).   Name of Issuer:

                    Paragon Shipping Inc.

Item 1(b).   Address of Issuer’s Principal Executive Offices:

                    15 Karamanli Avenue
                    GR 166 73
                    Voula, Greece

Item 2(a).   Names of Persons Filing:

                    Steelhead Partners, LLC (“Steelhead”)
                    James Michael Johnston
                    Brian Katz Klein
                    Steelhead Navigator Master, L.P. (“Navigator”)

Item 2(b).   Address of Principal Business Office or, if none, Residence:

                    The business office of each reporting person is:

                    1301 First Avenue, Suite 201
                    Seattle, WA 98101

Item 2(c).   Citizenship:

                    Reference is made to Item 4 of pages 2, 3, 4 and 5 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

Item 2(d).   Title of Class of Securities:

                    Class A Common Stock, $0.001 par value per share.

Item 2(e).   CUSIP Number:

                    69913R309

Item 3.       If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

¨ (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
¨ (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
¨ (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
¨ (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
ý (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
¨ (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
ý (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
¨ (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
¨ (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
¨ (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J). 

6


 

Item 4.       Ownership.

                    Reference is hereby made to Items 5-9 and 11 of pages 2, 3, 4 and 5 of this Schedule, which Items are incorporated by reference herein.

                    The securities reported on this Schedule as beneficially owned by Steelhead (the “Securities”) are held by or for the benefit of Navigator and certain other client accounts. Steelhead, as the investment manager of Navigator, the general partner and/or investment manager of those other client accounts, and as the sole member of Navigator’s general partner, and each of J. Michael Johnson and Brian K. Klein, as the member-managers of Steelhead, may be deemed to beneficially own the Securities held by Navigator and such other client accounts for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Secu rities.

                    Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of Steelhead, Mr. Johnson or Mr. Klein is, for any other purpose, the beneficial owner of any of the Securities, and each of Steelhead, Mr. Johnson and Mr. Klein disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

                    Under the definition of “beneficial ownership” in the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of such Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

                    The calculation of percentage of beneficial ownership in Item 11 of pages 2, 3, 4 and 5 was derived from the Issuer’s Form 6-K filed with the Securities and Exchange Commission on May 19, 2009, in which the Issuer stated that the number of shares of its Class A Common Stock outstanding as of March 31, 2009 was 27,179,115 shares.

Item 5.       Ownership of Five Percent or Less of a Class

                    Not applicable.

Item 6.       Ownership of More than Five Percent on Behalf of Another Person.

                    Not applicable.

Item 7.       Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

                    Not applicable.

Item 8.       Identification and Classification of Members of the Group

                    Not applicable.

Item 9.       Notice of Dissolution of Group

                    Not applicable.

Item 10.     Certification

                    By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

7


 

Signature

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

Dated: June 26, 2009

STEELHEAD PARTNERS, LLC

By:   
/s/James Michael Johnston   
       James Michael Johnston
       Its Member-Manager

 

 

JAMES MICHAEL JOHNSTON

/s/James Michael Johnston            
James Michael Johnston

 

  BRIAN KATZ KLEIN

/s/Brian Katz Klein                           
Brian Katz Klein

8


 

                    By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

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

Dated: June 26, 2009

STEELHEAD NAVIGATOR MASTER, L.P.
By: Steelhead Partners, LLC, its Investment Manager


By: /s/James Michael Johnston                                     
        James Michael Johnston
        Its Member Manager


9


 

 

EXHIBITS LIST

Exhibit A  Joint Filing Undertaking  Page 11 

10


 

EXHIBIT A

JOINT FILING UNDERTAKING

                    The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated: June 26, 2009

STEELHEAD PARTNERS, LLC

By: /s/James Michael Johnston                                    
        James Michael Johnston
        Its Member-Manager 

 

STEELHEAD NAVIGATOR MASTER, L.P.
By: Steelhead Partners, LLC, its Investment Manager

By:
/s/James Michael Johnston                                      
        James Michael Johnston
        Its Member Manager 

 

JAMES MICHAEL JOHNSTON

/s/James Michael Johnston                                                 
James Michael Johnston 

 

BRIAN KATZ KLEIN

/s/Brian Katz Klein                                                               

Brian Katz Klein 

11


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