SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROYCE JOSEPH E

(Last)

(First)

(Middle)

612 EAST GRASSY SPRAIN ROAD

(Street)

YONKERS

10710

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TBS INTERNATIONAL LTD [ TBSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares, par value $0.01 per share	06/29/2005		M		356,985	A	$0.00⁽¹⁾	356,985	D
Class B Common Shares, par value $0.01 per share	06/29/2005		M		691,778	A	$0.00⁽¹⁾	691,778	D
Class A Common Shares, par value $0.01 per share	06/29/2005		M		356,985	A	$0.00⁽¹⁾	356,985	I	By wife⁽²⁾
Class B Common Shares, par value $0.01 per share	06/29/2005		M		691,777	A	$0.00⁽¹⁾	691,777	I	By wife⁽²⁾
Class A Common Shares, par value $0.01 per share	06/29/2005		M		684,890	A	$0.00⁽¹⁾	684,890	I	By wife as trustee for Jeanine Royce and Laura Royce⁽³⁾⁽⁴⁾
Class B Common Shares, par value $0.01 per share	06/29/2005		M		1,327,200	A	$0.00⁽¹⁾	1,327,200	I	By wife as trustee for Jeanine Royce and Laura Royce⁽³⁾⁽⁴⁾
Class A Common Shares, par value $0.01 per share	06/29/2005		M		1,446,208	A	$0.00⁽¹⁾	1,446,208	I	By self as trustee⁽⁵⁾
Class B Common Shares, par value $0.01 per share	06/29/2005		M		2,802,507	A	$0.00⁽¹⁾	2,802,507	I	By self as trustee⁽⁵⁾
Class A Common Shares, par value $0.01 per share	06/29/2005		M		1,446,208	A	$0.00⁽¹⁾	1,446,208	I	By wife as trustee⁽⁶⁾
Class B Common Shares, par value $0.01 per share	06/29/2005		M		2,802,507	A	$0.00⁽¹⁾	2,802,507	I	By wife as trustee⁽⁶⁾
Class A Common Shares, par value $0.01 per share	06/29/2005		S		330,350	D	$10	26,636	D
Class A Common Shares, par value $0.01 per share	06/29/2005		S		330,350	D	$10	26,636	I	By wife⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			292,500	⁽⁷⁾	⁽⁸⁾	See Note⁽⁹⁾	⁽⁹⁾	⁽⁹⁾	0	D
Class B Common Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			142,500	⁽⁷⁾	⁽⁸⁾	See Note⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	0	D
Class A Common Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			292,500	⁽⁷⁾	⁽⁸⁾	See Note⁽⁹⁾	⁽⁹⁾	⁽⁹⁾	0	I	By spouse⁽²⁾
Class B Common Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			142,500	⁽⁷⁾	⁽⁸⁾	See Note⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	0	I	By spouse⁽²⁾
Class A Common Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			150,000	⁽⁷⁾	⁽⁸⁾	See Note⁽¹¹⁾	⁽¹¹⁾	⁽¹¹⁾	0	I	By wife as trustee for Jeanine Royce and Laura Royce⁽³⁾⁽⁴⁾
Class B Common Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			150,000	⁽⁷⁾	⁽⁸⁾	See Note⁽¹²⁾	⁽¹²⁾	⁽¹²⁾	0	I	By wife as trustee for Jeanine Royce and Laura Royce⁽³⁾⁽⁴⁾
Class C Common Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			490,000	⁽⁷⁾	⁽⁸⁾	See Note⁽¹³⁾	⁽¹³⁾	⁽¹³⁾	0	I	By wife as trustee for Jeanine Royce and Laura Royce⁽³⁾⁽⁴⁾
Class B Common Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			150,000	⁽⁷⁾	⁽⁸⁾	See Note⁽¹²⁾	⁽¹²⁾	⁽¹²⁾	0	I	By self as trustee⁽⁵⁾
Warrants, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			768,102	⁽⁷⁾	⁽⁸⁾	See Note⁽¹⁴⁾	⁽¹⁴⁾	⁽¹⁴⁾	0	I	By self as trustee⁽⁵⁾
Preference Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			245,000	⁽⁷⁾	⁽⁸⁾	See Note⁽¹⁵⁾	⁽¹⁵⁾	⁽¹⁵⁾	0	I	By self as trustee⁽⁵⁾
Class B Common Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			150,000	⁽⁷⁾	⁽⁸⁾	See Note⁽¹²⁾	⁽¹²⁾	⁽¹²⁾	0	I	By wife as trustee⁽⁶⁾
Warrants, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			768,102	⁽⁷⁾	⁽⁸⁾	See Note⁽¹⁴⁾	⁽¹⁴⁾	⁽¹⁴⁾	0	I	By wife as trustee⁽⁶⁾
Preference Shares, par value $0.004 per share	⁽⁷⁾	06/29/2005		M			245,000	⁽⁷⁾	⁽⁸⁾	See Note⁽¹⁵⁾	⁽¹⁵⁾	⁽¹⁵⁾	0	I	By wife as trustee⁽⁶⁾

1. Name and Address of Reporting Person^*

ROYCE JOSEPH E

(Last)

(First)

(Middle)

612 EAST GRASSY SPRAIN ROAD

(Street)

YONKERS

10710

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

1. Name and Address of Reporting Person^*

Joseph E. Royce 2005 Qualified Grantor Retained Annuity Trust

(Last)

(First)

(Middle)

52 OLD ORCHARD LANE

(Street)

SCARSDALE

10583

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares resulted automatically from the share conversions, consolidations, redesignations and warrant exercise of the Issuer's issued and outstanding shares which are expected to occur in conjunction with its planned initial public offering and reflected in the Issuer's Form S-1 (File No. 333-123157).

2. These shares are owned directly by Elaine M. Royce.

3. These shares are owned directly by The Jeanine Royce 1997 Trust and The Laura Royce 1997 Trust and indirectly by Elaine M. Royce as co-trustee of the trusts.

4. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.

5. These shares are owned directly by the Joseph E. Royce 2005 Qualified Grantor Retained Annuity Trust (GRAT), and indirectly by Joseph E. Royce as trustee of the trust.

6. These shares are owned directly by the Elaine M. Royce 2005 Qualified Grantor Retained Annuity Trust (GRAT), and indirectly by Elaine M. Royce as trustee of the trust.

7. These shares automatically converted upon the share conversions, consolidations, redesignations and warrant exercise of the Issuer's issued and outstanding shares which are expected to occur in conjunction with its planned initial public offering and reflected in the Issuer's Form S-1 (File No. 333-123157).

8. Not applicable.

9. In conjunction with the Issuer's planned initial public offering, these Class A common shares, par value $0.004 per share, converted into 253,583 New Class A common shares, par value $0.01 per share, and 491,400 New Class B common shares, par value $0.01 per share, of the Issuer.

10. In conjunction with the Issuer's planned initial public offering, these Class B common shares, par value $0.004 per share, converted into 103,403 New Class A common shares, par value $0.01 per share, and 200,378 New Class B common shares, par value $0.01 per share, of the Issuer.

11. In conjunction with the Issuer's planned initial public offering, these Class A common shares, par value $0.004 per share, converted into 130,042 New Class A common shares, par value $0.01 per share, and 252,000 New Class B common shares, par value $0.01 per share, of the Issuer.

12. In conjunction with the Issuer's planned initial public offering, these Class B common shares, par value $0.004 per share, converted into 130,042 New Class A common shares, par value $0.01 per share, and 252,000 New Class B common shares, par value $0.01 per share, of the Issuer.

13. In conjunction with the Issuer's planned initial public offering, these Class C common shares, par value $0.004 per share, converted into 424,805 New Class A common shares, par value $0.01 per share, and 823,200 New Class B common shares, par value $0.01 per share, of the Issuer.

14. In conjunction with the Issuer's planned initial public offering, these Warrants, par value $0.004 per share, converted into 891,361 New Class A common shares, par value $0.01 per share, and 1,727,307 New Class B common shares, par value $0.01 per share, of the Issuer.

15. In conjunction with the Issuer's planned initial public offering, these Preference shares, par value $0.004 per share, converted into 424,805 New Class A common shares, par value $0.01 per share, and 823,200 New Class B common shares, par value $0.01 per share, of the Issuer.

Remarks:

	By: /s/ Tara C. DeMakes Name: Tara C. DeMakes Attorney-in-Fact On behalf of Joseph E. Royce and The Joseph E. Royce 2005 Qualfied Grantor Retained Annuity Trust	07/01/2005
	Tara C. DeMakes, Attorney-in-Fact	07/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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