-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KPCd2hK6SiYduOIHFWZnomhXTWlsEX62p2vwpPddU3ja8Nz1sdVbvf0oSyFUxStO MRQ3AbMA3rImt7bi2IXg/Q== 0000899140-07-002004.txt : 20071228 0000899140-07-002004.hdr.sgml : 20071228 20071228155828 ACCESSION NUMBER: 0000899140-07-002004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071228 DATE AS OF CHANGE: 20071228 GROUP MEMBERS: THOMAS A. GIOVINE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Star Bulk Carriers Corp. CENTRAL INDEX KEY: 0001386716 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83429 FILM NUMBER: 071332038 BUSINESS ADDRESS: STREET 1: 40 AG. KONSTANTINOU AVENUE STREET 2: AETHRION CENTER, SUITE B34, MAROUSSI 151 CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: 011-30-210-638-7399 MAIL ADDRESS: STREET 1: 40 AG. KONSTANTINOU AVENUE STREET 2: AETHRION CENTER, SUITE B34, MAROUSSI 151 CITY: ATHENS STATE: J3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIOVINE CAPITAL GROUP LLC CENTRAL INDEX KEY: 0001212225 IRS NUMBER: 954702917 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 601 S. FIGUEROA ST STREET 2: SUTIE 3825 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2137972000 MAIL ADDRESS: STREET 1: 601 S. FIGUEROA ST STREET 2: SUITE 3825 CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13G 1 g3662594b.txt INITIAL FLING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Star Bulk Carriers Corp. ------------------------ (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------- (Title of Class of Securities) Y8162K105 --------- (CUSIP Number) November 30, 2007 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. 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). - ------------------------------ ---------------------- CUSIP No. Y8162K105 13G Page 2 of 8 Pages - ------------------------------ ---------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Giovine Capital Group LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 4,348,989 OWNED BY EACH REPORTING ------ ---------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,348,989 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,348,989 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA - ---------- --------------------------------------------------------------------- - ------------------------------ ---------------------- CUSIP No. Y8162K105 13G Page 3 of 8 Pages - ------------------------------ ---------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas A. Giovine - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 4,348,989 OWNED BY EACH REPORTING ------ ---------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 4,348,989 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,348,989 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- This statement on Schedule 13G is filed with respect to the Common Stock (as defined in Item 2(d) below) of Star Bulk Carriers Corp., a Marshall Islands corporation. Item 1(a): Name of Issuer: - --------- -------------- The name of the issuer is Star Bulk Carriers Corp. (the "Company"). Item 1(b): Address of Issuer's Principal Executive Offices: - --------- ----------------------------------------------- The Company's principal executive offices are located at 40 Ag. Konstantinou Avenue, Aethrion Center, Suite B34, Maroussi 15124, Athens, Greece. Item 2(a): Name of Person Filing: - --------- --------------------- This Schedule 13G (this "Schedule 13G") with respect to the Common Stock of the Company is filed by: 1. Giovine Capital Group LLC, a Delaware limited liability company ("Giovine Capital"), which serves as investment adviser and management company to several investment funds and managed accounts (collectively, the "Funds"), with respect to shares of Common Stock directly owned by the Funds and shares of Common Stock issuable upon the exercise of warrants for Common Stock ("Warrants") directly owned by the Funds (collectively, the "Shares"); and 2. Thomas A. Giovine ("Mr. Giovine"), who serves as the managing member of Giovine Capital, with respect to the Shares. Giovine Capital may be deemed to beneficially own the Shares by virtue of its position as investment manager of the Funds. Mr. Giovine may be deemed to beneficially own the Shares by virtue of his position as managing member of Giovine Capital. Giovine Capital and Mr. Giovine are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Item 2(b): Address of Principal Business Office or, if None, - --------- ------------------------------------------------- Residence: --------- The address of the principal business offices of Giovine Capital and Mr. Giovine is 1333 2nd Street, Suite 650, Santa Monica, California 90401. Item 2(c): Citizenship: - --------- ----------- Giovine Capital is organized under the laws of Delaware. Mr. Giovine is a citizen of the United States. - 4 - Item 2(d): Title of Class of Securities: - --------- ---------------------------- Common Stock, par value $0.01 per share("Common Stock") Item 2(e): CUSIP Number: - --------- ------------ Y8162K105 Item 3: If this statement is filed pursuant to Rules 13d-1(b) or - ------ -------------------------------------------------------- 13d-2(b) or (c), check whether the person filing is a: ----------------------------------------------------- (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [X] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4: Ownership: - ------ --------- A. Giovine Capital --------------- (a) Amount beneficially owned: 4,348,989 shares of Common Stock, consisting of 2,132,989 shares of Common Stock held by the Funds and 2,216,000 shares of Common Stock issuable upon exercise of Warrants held by the Funds. (b) Percent of class: 9.6%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 45,387,530 shares of Common Stock issued and outstanding which is the sum of (i) 43,171,530 shares of Common Stock outstanding as of October 30, 2007, as reported in the Issuer's Registration of Securities on Form F-4/A filed with the Securities and Exchange Commission on October 30, 2007, and (ii) 2,216,000 shares of Common Stock that would be issued to the Reporting Persons on exercise of all Warrants held by them collectively. - 5 - (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,348,989 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,348,989 B. Mr. Giovine ----------- (a) Amount beneficially owned: 4,348,989 shares of Common Stock, consisting of 2,132,989 shares of Common Stock held by the Funds and 2,216,000 shares of Common Stock issuable upon exercise of Warrants held by the Funds. (b) Percent of class: 9.6%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,348,989 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,348,989 Item 5: Ownership of Five Percent or Less of a Class: - ------ -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6: Ownership of More than Five Percent on Behalf of Another - ------ -------------------------------------------------------- Person: ------ Other than as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported in this Schedule 13G. Item 7: Identification and Classification of the Subsidiary Which - ------ --------------------------------------------------------- Acquired the Security Being Reported on by the Parent ----------------------------------------------------- Holding Company: --------------- Not applicable. Item 8: Identification and Classification of Members of the Group: - ------ --------------------------------------------------------- Not applicable. Item 9: Notice of Dissolution of Group: - ------ ------------------------------ Not applicable. - 6 - Item 10: Certification: - ------- ------------- Each Reporting Person hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - 7 - SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: December 28, 2007 GIOVINE CAPITAL GROUP LLC By: /s/ David R. Beach --------------------------------------------- Name: David R. Beach Title: Chief Operating Officer /s/ Thomas A. Giovine -------------------------------------------------- Thomas A. Giovine [SIGNATURE PAGE TO SCHEDULE 13G WITH RESPECT TO STAR BULK CARRIERS CORP.] EXHIBIT INDEX Exhibit 99.1: Joint Filing Agreement, by and among Giovine Capital Group LLC and Thomas A. Giovine, dated December 28, 2007. EX-99.1 3 g3662594c.txt JOINT FILING AGREEMENT Exhibit 99.1 ------------ Joint Filing Agreement The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Star Bulk Carriers Corp. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934 and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. DATED: December 28, 2007 GIOVINE CAPITAL GROUP LLC By: /s/ David R. Beach --------------------------------------------- Name: David R. Beach Title: Chief Operating Officer /s/ Thomas A. Giovine -------------------------------------------------- Thomas A. Giovine [JOINT FILING AGREEMENT OF SCHEDULE 13G WITH RESPECT TO STAR BULK CARRIERS CORP.] -----END PRIVACY-ENHANCED MESSAGE-----