0000902664-13-003973.txt : 20131217 0000902664-13-003973.hdr.sgml : 20131217 20131217150608 ACCESSION NUMBER: 0000902664-13-003973 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131217 DATE AS OF CHANGE: 20131217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Paragon Shipping Inc. CENTRAL INDEX KEY: 0001401112 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: 005-83649 FILM NUMBER: 131281661 BUSINESS ADDRESS: STREET 1: 15 KARAMANLI AVE STREET 2: GR 166 73 CITY: VOULA STATE: J3 ZIP: 00000 BUSINESS PHONE: 011-30-210-891-4600 MAIL ADDRESS: STREET 1: 15 KARAMANLI AVE STREET 2: GR 166 73 CITY: VOULA STATE: J3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oceanic Investment Management LTD CENTRAL INDEX KEY: 0001438258 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ST GEORGES COURT STREET 2: UPPER CHURCH STREET CITY: DOUGLAS STATE: Y8 ZIP: IM1 1EE BUSINESS PHONE: 44-1624-643155 MAIL ADDRESS: STREET 1: ST GEORGES COURT STREET 2: UPPER CHURCH STREET CITY: DOUGLAS STATE: Y8 ZIP: IM1 1EE SC 13G 1 p13-2108sc13g.htm PARAGON SHIPPING INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 

Paragon Shipping Inc.

(Name of Issuer)
 

Class A common shares, par value of $0.001 per share

(Title of Class of Securities)
 

69913R408

(CUSIP Number)
 

December 13, 2013

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 12 Pages)

 

______________________________

*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 in 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. 69913R408SC 13GPage 2 of 12 Pages

 

1

NAME OF REPORTING PERSON

Oceanic Hedge Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

208,120

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

208,120

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

208,120

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.19%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 69913R408SC 13GPage 3 of 12 Pages

 

1

NAME OF REPORTING PERSON

Oceanic Opportunities Master Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

671,973

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

671,973

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

671,973

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.85%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. 69913R408SC 13GPage 4 of 12 Pages

 

1

NAME OF REPORTING PERSON

Oceanic Investment Management Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Isle of Man

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

880,093

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

880,093

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

880,093

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.05%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 
CUSIP No. 69913R408SC 13GPage 5 of 12 Pages

 

 

1

NAME OF REPORTING PERSON

Tufton Oceanic (Isle of Man) Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Isle of Man

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

880,093

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

880,093

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

880,093

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.05%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 69913R408SC 13GPage 6 of 12 Pages

 

1

NAME OF REPORTING PERSON

Oceanic Opportunities GP Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

671,973

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

671,973

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

671,973

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.85%

12

TYPE OF REPORTING PERSON

OO

         
 
CUSIP No. 69913R408SC 13GPage 7 of 12 Pages

 

1

NAME OF REPORTING PERSON

Cato Brahde

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Norway

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

880,093

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

880,093

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

880,093

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.05%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 
CUSIP No. 69913R408SC 13GPage 8 of 12 Pages

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Paragon Shipping Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive office is located at 15 Karamanli Avenue, GR 16673, Voula, Greece.

 

Item 2(a). NAME OF PERSON FILING
   
  This statement if filed by:
   
  (i) Oceanic Hedge Fund, a Cayman Islands Open Ended Investment Company ("Oceanic"), with respect to the Class A Shares (as defined in Item 2(d) below) directly owned by it;
   
  (ii) Oceanic Opportunities Master Fund, L.P., a Delaware limited partnership (the "Master Fund", and together with Oceanic, the "Funds"), with respect to the Class A Shares directly owned by it;
   
  (iii) Oceanic Investment Management Limited, an Isle of Man Company (the "Manager"), with respect to the Class A Shares directly owned by the Funds;
   
  (iv) Tufton Oceanic (Isle of Man) Limited, an Isle of Man Company ("TOL (Isle of Man)"), with respect to the Class A Shares directly owned by the Funds; and
   
  (v) Oceanic Opportunities GP Limited, a Cayman Islands exempted company (the "Master Fund GP"), with respect to the Class A Shares directly owned by the Master Fund; and
   
  (vi) Cato Brahde ("Mr. Brahde"), who serves as the fund manager to the Funds and the managing director of TOL (Isle of Man), with respect to the Class A Shares directly owned by the Funds.
   
  Oceanic, the Master Fund, the Manager, TOL (Isle of Man), the Master Fund GP and Mr. Brahde 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.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Class A Shares reported herein.
   

 

 
CUSIP No. 69913R408SC 13GPage 9 of 12 Pages

 

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons except Oceanic is St. George's Court, 2nd Floor, Upper Church Street Limited, Douglas, Isle of Man IM1 1EE.  The address of the business office of Oceanic is c/o HSBC Securities Services (Isle of Man) Limited, 12/13 Hill Street, Douglas, Isle of Man IM1 1EF.

 

Item 2(c). CITIZENSHIP
   
  Oceanic and the Master Fund GP are organized under the laws of the Cayman Islands.  The Master Fund is organized under the laws of the State of Delaware.  The Manager and TOL (Isle of Man) are organized under the laws of the Isle of Man.  Mr. Brahde is a citizen of Norway.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Class A common shares, par value of $0.001 per share (the "Class A Shares").

 

Item 2(e). CUSIP NUMBER
   
  69913R408

 

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) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 
CUSIP No. 69913R408SC 13GPage 10 of 12 Pages

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

  

Item 4. OWNERSHIP
   
  The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 17,441,442 Class A Shares issued and outstanding as of September 30, 2013, as reflected in the Company's Form 6-K filed on November 29, 2013.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  See Item 2 and Exhibit 1.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above 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.

 

 
CUSIP No. 69913R408SC 13GPage 11 of 12 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: December 17, 2013

 

     
     
     
/s/ Cato Brahde    
Cato Brahde, (1) individually; (2) as managing director of (a) Tufton Oceanic (Isle of Man) Limited, and (b) Oceanic Investment Management Limited; and (3) as manager of Oceanic Hedge Fund    
     
     
Oceanic Opportunities GP Limited    
     
/s/ Anthony Haynes    
Anthony Haynes, Authorized Signatory    
     
     
Oceanic Opportunities Master Fund, L.P.    
By:  Oceanic Opportunities GP Limited, its General Partner    
     
/s/ Anthony Haynes    
Anthony Haynes, Authorized Signatory    

 

 
CUSIP No. 69913R408SC 13GPage 12 of 12 Pages

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned 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 him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: December 17, 2013

 

     
     
     
/s/ Cato Brahde    
Cato Brahde, (1) individually; (2) as managing director of (a) Tufton Oceanic (Isle of Man) Limited, and (b) Oceanic Investment Management Limited; and (3) as manager of Oceanic Hedge Fund    
     
     
Oceanic Opportunities GP Limited    
     
/s/ Anthony Haynes    
Anthony Haynes, Authorized Signatory    
     
     
Oceanic Opportunities Master Fund, L.P.    
By:  Oceanic Opportunities GP Limited, its General Partner    
     
/s/ Anthony Haynes    
Anthony Haynes, Authorized Signatory