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
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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July 13, 2012
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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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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 (SEE INSTRUCTIONS)
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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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3,421,261 (1)
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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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3,421,261 (1)
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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 PERSON
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3,421,261 (1)
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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 (SEE INSTRUCTIONS)
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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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15.6% (2)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) Mr. Bodouroglou may be deemed to beneficially own 3,421,261 shares of common stock, par value $0.01 per share of Box Ships Inc. ("Common Shares") through Neige International Inc., a Marshall Islands company of which he is the controlling person, consisting of (i) 2,087,928 Common Shares and (ii) 1,333,333 Common Shares that are issuable upon the exercise of 1,333,333 warrants to purchase Common Shares that are exercisable between July 1, 2012 and June 30, 2017 inclusive at an exercise price of $7.74 per share.
(2) Pursuant to Rule 13d-3 of the Exchange Act, this percentage includes Common Shares underlying the warrants discussed above that are exercisable by Neige International Inc. within 60 days.
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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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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 (SEE INSTRUCTIONS)
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WC
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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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3,421,261 (3)
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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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3,421,261 (3)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,421,261 (3)
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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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15.6% (4)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(3) As mentioned above, these Common Shares consist of (i) 2,087,928 Common Shares and (ii) 1,333,333 Common Shares that are issuable upon the exercise of 1,333,333 warrants to purchase Common Shares that are exercisable between July 1, 2012 and June 30, 2017 inclusive at an exercise price of $7.74 per share.
(4) Pursuant to Rule 13d-3 of the Exchange Act, this percentage includes Common Shares underlying warrants discussed above that are exercisable by Neige International Inc. within 60 days.
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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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 July 27, 2012, the Issuer had outstanding 20,611,715 Common Shares. Based on the foregoing, Michael Bodouroglou and Neige International Inc. (collectively, the "Reporting Persons") report beneficial ownership of the following Common Shares:
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Michael Bodouroglou may be deemed to beneficially own 3,421,261 Common Shares, representing approximately 15.6% of the Issuer's outstanding Common Shares. This percentage ownership is based on 21,945,048 Common Shares outstanding, which is calculated for Schedule 13D purposes by taking the sum of (i) 20,611,715 Common Shares outstanding and (ii) 1,333,333 Common Shares issuable upon the potential exercise of warrants to purchase the same number of Common Shares held by Neige International Inc. Mr. Bodouroglou has the sole power to vote or direct the vote of 3,421,261 Common Shares; the shared power to vote or direct the vote of 0 Common Shares; the sole power to dispose or direct the disposition of 3,421,261 Common Shares; and the shared power to dispose or direct the disposition of 0 Common Shares.
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Neige International Inc. may be deemed to beneficially own 3,421,261 Common Shares, representing approximately 15.6% of the Issuer's outstanding Common Shares. This percentage ownership is based on 21,945,048 Common Shares outstanding, which is calculated for Schedule 13D purposes by taking the sum of (i) 20,611,715 Common Shares outstanding and (ii) 1,333,333 Common Shares issuable upon the potential exercise of warrants to purchase the same number of Common Shares held by Neige International Inc. Neige International Inc. has the sole power to vote or direct the vote of 0 Common Shares; the shared power to vote or direct the vote of 3,421,261 Common Shares; the sole power to dispose or direct the disposition of 0 Common Shares; and the shared power to dispose or direct the disposition of 3,421,261 Common Shares.
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(c.)
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Item 3 and Item 6 are hereby incorporated herein by reference. Except as set forth in Item 3 and Item 6 or otherwise described herein, the Reporting Persons have not effected any transactions in the Common Shares since the Schedule 13D/A filed with the Commission on June 22, 2012.
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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 Shares 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 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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AAgreement 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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