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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TBS INTERNATIONAL LTD [ TBSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/09/2008 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Shares, par value $0.01 per shares | 12/05/2008 | P | 92,706 | A | $4.3069 | 92,706(1)(2) | I(2) | By spouse Elaine M. Royce(2) | ||
Class A Common Shares, par value $0.01 per shares | 0(2) | D(2) | ||||||||
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) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Shares, par value $0.01 per share | (3) | (3) | (3) | Class A Common Shares | 796,472 | 796,472 | D | ||||||||
Class B Common Shares, par value $0.01 per share | (3) | (3) | (3) | Class A Common Shares | 745,726 | 745,726 | I | By spouse Elaine M. Royce | |||||||
Class B Common Shares, par value $0.01 per share | (3) | (3) | (3) | 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 | (3) | (3) | (3) | 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 | (3) | (3) | (3) | 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 | (3) | (3) | (3) | 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. The Form 4 previously filed on 12/9/08 erroneously stated that 92,706 Class A common shares were purchased by Mr. Joseph Royce, but these shares were purchased by Ms. Elaine Royce rather than Mr. Royce. |
3. 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |