0000895345-19-000244.txt : 20190607 0000895345-19-000244.hdr.sgml : 20190607 20190607164810 ACCESSION NUMBER: 0000895345-19-000244 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190607 DATE AS OF CHANGE: 20190607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EUROSEAS LTD. CENTRAL INDEX KEY: 0001341170 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82592 FILM NUMBER: 19886557 BUSINESS ADDRESS: STREET 1: 4 MESSOGIOU & EVROPIS STREET CITY: 151 25 MAROUSSI STATE: J3 ZIP: 00000 BUSINESS PHONE: 011 30 210 6105110 MAIL ADDRESS: STREET 1: 4 MESSOGIOU & EVROPIS STREET CITY: 151 25 MAROUSSI STATE: J3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BlackRock Inc. CENTRAL INDEX KEY: 0001364742 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320174431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-810-5300 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: BlackRock, Inc. DATE OF NAME CHANGE: 20060929 FORMER COMPANY: FORMER CONFORMED NAME: New BlackRock, Inc. DATE OF NAME CHANGE: 20060601 SC 13D/A 1 ja13da2euroseasltd_blackrock.htm





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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*


  
Euroseas, Ltd.
(Name of Issuer)
 
Common Stock, par value $0.03 per share
(Title of Class of Securities)
 
Y23592309
(CUSIP Number)
 
David Maryles
Managing Director, Legal & Compliance
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
(212) 810-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
June 7, 2019
(Date of Event which Requires Filing of this Statement)

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. ☐

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.

* 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.

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. Y23592309
Page 2 
 
1
NAMES OF REPORTING PERSON
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 BlackRock, Inc. (TIN: 23-0174431)
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 OO – Funds of investment advisory clients
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
1,848,687 (1)
 
 
 
 
8
SHARED VOTING POWER
 
 
 None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 1,848,687 (1)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,848,687 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 13.7% (1) (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 HC
 
 
 
 
 
(1)
Reflects 900,000 shares of Euroseas, Ltd.’s (the “Issuer’s”) common stock, par value $0.03 per share (“Common Stock”), together with Series B Convertible Perpetual Preferred Shares (the “Series B Preferred Shares”) that are convertible, at a conversion price of $4.58 per share, into 948,687 shares of Common Stock.
 
(2)
Based on (a) 12,515,645 shares of Common Stock outstanding as of  MARCH 31, 2019, as reported in the Form 6-K filed by the Issuer with the SEC on June 4, 2019, and (b) Series B Preferred Shares that are convertible into 948,687 shares of Common Stock, as computed in accordance with Rule 13d-3(d)(1).


ITEM 1.  SECURITY AND ISSUER

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends the Schedule 13D filed by BlackRock, Inc. (“BlackRock”) with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2018 (the “Initial BlackRock Statement”), as amended by the Amendment No. 1 (“Amendment No. 1”) to Schedule 13D filed by BlackRock with the SEC on June 3, 2019 (as amended, the “BlackRock Schedule 13D”) regarding the common stock, par value $0.03 per share (“Common Stock”), of Euroseas, Ltd. (the “Issuer”), a corporation organized under the laws of the Republic of the Marshall Islands.  Euroseas, Ltd.’s principal executive offices are located at 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.
As stated in the Initial BlackRock Statement, that filing adopted as BlackRock’s initial statement of beneficial ownership on Schedule 13D, in respect of the Issuer’s shares of Common Stock, the Schedule 13D in respect of the Issuer’s shares of Common Stock filed on behalf of Tennenbaum Capital Partners, LLC (“TCP”) with the SEC on January 31, 2014 (the “Original TCP Schedule 13D”), as separately amended by TCP on March 20, 2014 (the “TCP Amendment No. 1”), January 14, 2016 (the “TCP Amendment No. 2”), March 8, 2016 (the “TCP Amendment No. 3”), December 19, 2016 (the “TCP Amendment No. 4”), June 12, 2017 (the “TCP Amendment No. 5”), June 11, 2018 (the “TCP Amendment No. 6”), August 3, 2018 (the “TCP Amendment No. 7”), and June 3, 2019 (the “TCP Amendment No. 8and, together with the Original TCP Schedule 13D and TCP Amendment. Nos. 1 through No. 8 thereto, the “TCP Schedule 13D”).
Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Initial BlackRock Statement, the Amendment No. 1 thereto, or the TCP Schedule 13D.  Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to them in the Initial BlackRock Statement, the Amendment No. 1 thereto, or the TCP Schedule 13D.

ITEM 4.  PURPOSE OF TRANSACTION

Item 4 of the Initial BlackRock Statement is supplemented with the following:

On May 31, 2019, TCP, on behalf of Tennenbaum Opportunities Fund VI, LLC (“Fund VI”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with the Issuer, dated as of May 31, 2019, pursuant to which TCP agreed to sell, transfer, assign and deliver to the Issuer, and the Issuer agreed to purchase from TCP, 11,686 Series B Preferred Shares held by Fund VI, at a purchase price of $1,000 per share, without a brokerage fee or other commission, for an aggregate purchase price of $11,686,000.  The closing of the transaction set forth in the Stock Purchase Agreement is scheduled to occur on June 7, 2019.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(c) Except for the transactions described in Item 4 above, there have been no transactions in the shares of the Issuer’s Common Stock or the Series B Preferred Shares beneficially owned by the Reporting Person during the past 60 days.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 6.



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:  June 7, 2019
 
BlackRock, Inc.
 
     
     
 
By:
/s/ David Maryles  
 
Name:
David Maryles  
 
Title:
Managing Director, Legal & Compliance