Box Ships Inc.
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(Name of Issuer)
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Common stock, par value $0.01 per share (including related preferred stock purchase rights)
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(Title of Class of Securities)
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Y09675 102
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(CUSIP Number)
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Michael Bodouroglou
c/o Box Ships Inc.
15 Karamanli Ave.
16673 Voula
Athens, Greece
011 30 210 891 4600
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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May 31, 2011
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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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CUSIP No.
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Y09675 102
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Michael Bodouroglou
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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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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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OO
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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
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Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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1,776,500**
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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1,776,500**
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10.
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SHARED DISPOSITIVE POWER
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[_]
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,776,500**
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES*
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.0%
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14.
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TYPE OF REPORTING PERSON*
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IN
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*(SEE INSTRUCTIONS)
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** Mr. Bodouroglou may be deemed to beneficially own 1,776,500 of these shares through Neige International Inc., a Marshall Islands company of which he is the controlling person.
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CUSIP No.
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Y09675 102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Neige International 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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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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OO
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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
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The Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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1,776,500
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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1,776,500
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,776,500
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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11.0%
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14.
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TYPE OF REPORTING PERSON*
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CO
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*(SEE INSTRUCTIONS)
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CUSIP No.
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Y09675 102
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Item 1.
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Security and Issuer.
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This Schedule 13D relates to the shares of common stock, par value $0.01 per share (including related preferred stock purchase rights), (the "Common Stock") of Box Ships Inc., a Marshall Islands corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 15, Karamanli Ave., 16673 Voula, Athens, Greece.
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Item 2.
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Identity and Background.
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(a-c, f)
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(i) The address of Neige International's principal place of business is c/o 15, Karamanli Ave., 16673 Voula, Athens, Greece. The principal business of Neige International is acting as an investment holding company. The citizenship, present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted of Michael Bodouroglou, the sole executive officer and director of Neige International, is set forth below.
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Michael Bodouroglou
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Sole Director, President and Secretary
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Mr. Bodouroglou's principal business address is c/o Paragon Shipping Inc., 15, Karamanli Ave., 16673 Voula, Athens, Greece. Mr. Bodouroglou is also the Chairman, President and Chief Executive Officer of the Issuer and Paragon Shipping Inc., an international shipping company engaged primarily in the seaborne transportation of drybulk cargoes. Mr. Bodouroglou is a citizen of Greece.
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(d-e)
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None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(a. and b.)
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As of June 9, 2011, the Issuer had outstanding 16,100,000 shares of Common Stock outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Stock:
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Michael Bodouroglou may be deemed to beneficially own 1,766,500 shares of Common Stock, representing approximately 11.0% of the Issuer's outstanding shares of Common Stock. Mr. Bodouroglou has the sole power to vote or direct the vote of 1,776,500 shares of Common Stock; has the shared power to vote or direct the vote of 0 shares of Common Stock; has the sole power to dispose or direct the disposition of 1,776,500 shares of Common Stock; and has shared power to dispose or direct the disposition of 0 shares of Common Stock.
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Neige International may be deemed to beneficially own 1,766,500 shares of Common Stock, representing approximately 11.0% of the Issuer's outstanding shares of Common Stock. Neige International has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 1,776,500 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 1,776,500 shares of Common Stock.
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(c.)
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In April 2011, Michael Bodouroglou, through Neige International, purchased 114,000 shares of Common Stock in the Issuer's initial public offering, which closed on April 19, 2011, at the initial public offering price of $12.00 per share.
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On April 19, 2011, the Issuer granted 100,000 restricted shares of Common Stock to Neige International under the Issuer's 2011 Equity Incentive Plan, which were issued to Neige International on May 31, 2011.
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(d.)
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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 Stock beneficially owned by the Reporting Persons.
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(e.)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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A.
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Agreement between the Reporting Persons to file jointly
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NEIGE INTERNATIONAL INC.*
By:/s/ Michael Bodouroglou
Name: Michael Bodouroglou
Title: Director and President
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/s/ Michael Bodouroglou*
Name: Michael Bodouroglou
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NEIGE INTERNATIONAL INC.
By:/s/ Michael Bodouroglou
Name: Michael Bodouroglou
Title: Director and President
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/s/ Michael Bodouroglou
Name: Michael Bodouroglou
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