UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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 §240.13d-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).

¹ As of the date hereof, Konstantinos Konstantakopoulos (1) personally owns 11,230,487 shares, (2) beneficially owns all 13,605,102 shares owned by Kent Maritime Investments S.A. and all 66,723 shares owned by Costamare Shipping Company S.A. and (3) beneficially owns half of the shares (1,264,195 shares) of Costamare Shipping Services Ltd.

² The percent ownership is calculated based upon an aggregate of 117,384,048 outstanding shares of common stock of the Issuer.

³ Kent Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 13,605,102 shares of common stock of the Issuer.

⁴ The percent ownership is calculated based upon an aggregate of 117,384,048 outstanding shares of common stock of the Issuer.

⁵ Costamare Shipping Company S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 66,723 shares of common stock of the Issuer.

⁶ The percent ownership is calculated based upon an aggregate of 117,384,048 outstanding shares of common stock of the Issuer.

⁷ Konstantinos Konstantakopoulos owns 50% of the outstanding equity of Costamare Shipping Services Ltd., resulting in his indirect ownership of half of the stock (1,264,195 shares) owned by Costamare Shipping Services Ltd.

⁸ The percent ownership is calculated based upon an aggregate of 117,384,048 outstanding shares of common stock of the Issuer.

AMENDMENT NO. 3 TO

STATEMENT ON SCHEDULE 13D

This Amendment No. 3 (this “Amendment”) amends and restates certain portions of the Schedule 13D/A filed by Konstantinos Konstantakopoulos, Kent Maritime Investments S.A., Costamare Shipping Company S.A. and Costamare Shipping Services Ltd. dated March 14, 2017, as amended on January 18, 2018, and November 26, 2018 (the “Schedule 13D/A”), relating to shares of common stock, par value $0.0001 per share (the “Shares”) of Costamare Inc. (the “Issuer”), whose principal business office is c/o Costamare Shipping Company S.A., 60 Zephyrou Street and Syngrou Avenue, 17564 Athens, Greece.

Except as set forth below, all Items in the Schedule 13D/A remain unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D/A.

Item 1.             Security and Issuer

Item 2.             Identity and Background

Item 3.             Source and Amount of Funds or Other Consideration:

Item 4.             Purpose of Transaction:

Item 4 of the Schedule 13D/A is hereby amended by deleting in its entirety the third paragraph thereof and substituting the following paragraphs in lieu thereof:

Kent Maritime Investments S.A., wholly owned by Konstantinos Konstantakopoulos, has agreed to purchase 2,883,015 shares of the Issuer’s common stock from Bluebird Holdings, L.P. On July 17, 2019, Kent Maritime Investments S.A. entered into a sale and purchase agreement, effective as of July 26, 2019 (the “Sale and Purchase Agreement”), with Bluebird Holdings, L.P.

The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale and Purchase Agreement, which is filed as Exhibit 1 to this Amendment.

Item 5.             Interest in Securities of the Issuer:

Item 5 to this Amendment is hereby amended and restated as follows:

(a)      See Items 11 and 13 on the cover pages to this Schedule 13D/A for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by each Reporting Person.

(b)      Number of shares as to which each Reporting Person has:

i.            Sole power to vote or to direct the vote: See Item 7 on cover pages to this Amendment.

ii.           Shared power to vote or to direct the vote: See Item 8 on cover pages to this Amendment.

iii.          Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Amendment.

iv.          Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Amendment.

(c)      The information provided in Item 3 to the Schedule 13D/A is hereby incorporated by reference herein and supplemented as follows for the past 60 days.

Kent Maritime Investments S.A.

Effective July 26, 2019, Kent Maritime Investments S.A. will receive 2,883,015 shares of Common Stock through a private share transfer pursuant to a Sale and Purchase Agreement with Bluebird Holdings, L.P., dated July 17, 2019.

The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale and Purchase Agreement, which is filed as Exhibit 1 to this Amendment.

Costamare Shipping Company S.A.

Costamare Shipping Company S.A. disposed of 14,960 shares of Common Stock on June 28, 2019 for no consideration pursuant to a private share transfer.

Costamare Shipping Services Ltd.

Costamare Shipping Services Ltd. received 149,600 shares of Common Stock on June 28, 2019 pursuant to a service agreement with the Issuer’s vessel-owning subsidiaries in exchange for services provided to them.

(d)          Not applicable.

(e)          Not applicable.

Item 6.             Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:

Item 6 of the Schedule 13D/A is hereby amended by adding the following:

Item 4 of this Amendment summarizes certain provisions of the Sale and Purchase Agreement and is incorporated herein by reference.

Item 7.             Material to Be Filed as Exhibits:

Exhibit 1 — Sale and Purchase Agreement, dated as of July 17, 2019, between Kent Maritime Investments S.A. and Bluebird Holdings, L.P.

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.

Date: July 18, 2019

Exhibit 1

SALE AND PURCHASE AGREEMENT

THIS SALE AND PURCHASE AGREEMENT (this “Agreement”) is made on the 17^th day of July, 2019, BY AND BETWEEN:

(1)      KENT MARITIME INVESTMENTS S.A., a company organized and existing under the laws of the Republic of the Marshall Islands (the “Buyer”) and

(2)      BLUEBIRD HOLDINGS, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (the “Partnership”) acting through its general partner, York European Opportunities Domestic Holdings, LLC (the “General Partner”, together with the Partnership, the “Seller”, and, the Seller together with the Buyer, the “Parties”).

WHEREAS:

ARTICLE I

THE TRANSACTIONS

SECTION 1.01. Purchase of the Consideration Shares. On July 26, 2019 (the “Effective Date”), subject to and in accordance with the terms and conditions set out in this Agreement, the Buyer hereby agrees to buy from the Seller, and the Seller hereby

agrees to sell to the Buyer, the Consideration Shares for an aggregate purchase price of $13,617,071.

SECTION 1.02. Consideration. At the Effective Date, the Buyer shall pay the Purchase Price to the Seller by wire transfer of immediately available funds to an account designated in writing by the Seller and the Seller shall transfer the Consideration Shares to the Buyer in book-entry form.

SECTION 1.03. Further Assurances. The Parties agree to execute and deliver, or cause to be executed and delivered, such further instruments or documents or take such other action as may be reasonably necessary or convenient to carry out the transactions contemplated hereby.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.01. The Partnership. The Partnership represents and warrants to the Buyer as of the date hereof and as of the Effective Date as follows:

(a) the Partnership is an exempted limited partnership formed under the laws of the Cayman Islands, and has the necessary partnership power and authority to execute and deliver, and, subject to the terms and conditions hereof, to perform its obligations under, this Agreement.

(b) Neither the execution and delivery hereof nor the performance of the Partnership’s obligations hereunder will violate or contravene any applicable law, the current partnership agreement or any of the Partnership’s material agreements.

(c) As of the Issue Date, the Partnership will be the beneficial and record holder of the Consideration Shares, and such Consideration Shares will be owned by the Partnership free and clear of all liens; there will be no subscription, option, warrant, call, right, agreement or commitment relating to the issuance, sale, delivery, repurchase, contribution or transfer by the Partnership of such Consideration Shares.

(d) The Partnership has taken all action as may be necessary for the authorization, execution and delivery of this Agreement and the consummation of the transaction contemplated by this Agreement and the performance of its obligations under this Agreement. This Agreement constitutes legal, valid and binding obligations of the Partnership, enforceable against the Partnership in accordance with its terms, subject to bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally from time to time in effect and to principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

SECTION 2.02. The General Partner. The General Partner represents and warrants to the Partnership and the Buyer as of the date hereof and as of the Effective Date as follows:

(a) The General Partner is a limited liability company duly formed and validly existing in good standing under the Laws of the State of New York and has the necessary limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b) The General Partner has taken all action as may be necessary for the authorization, execution and delivery of this Agreement and the consummation of the transaction contemplated by this Agreement and the performance of its obligations under this Agreement. This Agreement constitutes legal, valid and binding obligations of the General Partner, enforceable against the General Partner in accordance with its terms, subject to bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally from time to time in effect and to principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

SECTION 2.03. The Buyer. The Buyer represents and warrants to the Seller as of the date hereof and as of the Effective Date as follows:

(a) The Buyer is duly incorporated for an indefinite period and is validly existing and in good standing under the laws of The Republic of the Marshall Islands and has the necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b) The Buyer has taken all action as may be necessary for the authorization, execution and delivery of this Agreement and the consummation of the transaction contemplated by this Agreement and the performance of its obligations under this Agreement. This Agreement constitutes legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their terms, subject to bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally from time to time in effect and to principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

(c) The Buyer is an “Accredited Investor” as defined in Rule 501(a) promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), and is acquiring the Consideration Shares for its own account, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities law, and the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization of the Consideration

Shares in violation of the Securities Act or any other applicable domestic or foreign securities law.

(d) The Buyer acknowledges that the Consideration Shares have not been registered under the Securities Act, or the securities laws of any state and may not be sold except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act.

ARTICLE III

CONDITIONS

SECTION 3.01. Conditions to Obligations of Each Party. Notwithstanding any other provision of this Agreement, the respective obligations of each party to consummate the transaction contemplated by this Agreement shall be subject to the fulfillment of the following conditions:

(a) the Consideration Shares shall have been issued by Costamare Inc. and transferred to the Seller under the York Sale and Purchase Agreement;

(b) the agreements and covenants of the other parties hereto to be complied with or performed pursuant to the terms hereof shall have been duly complied with or performed;

(c) no order shall have been entered and remained in effect in any action or proceeding before any federal, foreign, state or provincial court or governmental agency or other federal, foreign, state or provincial regulatory or administrative agency or commission that would prevent or make illegal the consummation of the transactions contemplated herein; and

(d) the representations and warranties of the other parties shall remain true and correct at the Effective Date.

ARTICLE IV

MISCELLANEOUS

SECTION 4.01. Governing Law. This Agreement and any non-contractual obligations connected with it shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 4.02. Counterparts. This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

SECTION 4.03. Amendments. All waivers, modifications, amendments or alterations of this Agreement shall require the written approval of each of the parties to this Agreement.

SECTION 4.04. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and the respective successors and assigns. This Agreement shall not be assignable except with the prior written consent of the other party.

SECTION 4.05. Benefits of Agreement Restricted to Parties. This Agreement is made solely for the benefit of the parties to this Agreement, and no other person or entity shall have any right, claim or cause of action under or by virtue of this Agreement.

SECTION 4.06. Severability. In the event that any provision of this Agreement shall finally be determined to be unlawful, such provision shall, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to any of the parties to this Agreement, be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the date first above written.