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)
12/05/2008

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

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

X	Form filed by One Reporting Person
	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 shares	12/05/2008		P		92,706	A	$4.3069	92,706⁽¹⁾	D
Class A Common Shares, par value $0.01 per shares								1,446,208	I	By the Joseph E. Royce 2005 Irrevocable Trust
Class A Common Shares, par value $0.01 per shares								1,446,208	I	By the Elaine M. Royce 2005 Irrevocable Trust

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 B Common Shares, par value $0.01 per share	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Shares	796,472		796,472	D
Class B Common Shares, par value $0.01 per share	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Shares	745,726		745,726	I	By spouse Elaine M. Royce
Class B Common Shares, par value $0.01 per share	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Shares	546,786		546,786	I	By the Elaine M. Royce 2005 Irrevocable Trust
Class B Common Shares, par value $0.01 per share	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Shares	1,770,032		1,770,032	I	By the Elaine M. Royce 2006 Qualified Grantor Retained Annuity Trust
Class B Common Shares, par value $0.01 per share	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Shares	546,786		546,786	I	By the Joseph E. Royce 2005 Irrevocable Trust
Class B Common Shares, par value $0.01 per share	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Shares	1,719,287		1,719,287	I	By the Joseph E. Royce 2006 Qualified Grantor Retained Annuity Trust

Explanation of Responses:

1. Mr. Royce previously reported indirect beneficial ownership of 684,890 Class A shares and 1,327,200 Class B shares that were owned by Treetops Holdings LLC. He disclaimed beneficial ownership of these shares. Mr. Royce's spouse, Ms. Elaine M. Royce, previously acted as trustee for the Jeanine Royce 1997 Trust and the Laura Royce 1997 Trust, which jointly own Treetops Holdings LLC. Effective May 6, 2008, Ms. Royce resigned as trustee of the Royce 1997 trusts, and Deutsche Bank Trust Company Delaware succeeded as independent trustee, and therefore these shares are no longer reported as indirectly beneficially owned.

2. Class B Common Shares are convertible into Class A Common Shares on a one-for-one basis at any time and have no expiration date.

Remarks:

	/s/ Tara C. DeMakes Name: Tara C. DeMakes as Attorney-in-Fact	12/09/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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