Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 11:18AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number: 3235-0145
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Top Ships, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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Y8897Y149
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(CUSIP Number)
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December 31, 2016
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed: **
¨
Rule
13d-1(b)
x
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 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. Y8897Y149
1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
ALJ Capital Management, LLC
47-0920478
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.00%
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12.
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Type of Reporting Person (See Instructions)
IA
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CUSIP No. Y8897Y149
1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
ALJ Capital II, L.P.
20-0278654
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. Y8897Y149
1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
LJR Capital, L.P.
45-2834290
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. Y8897Y149
1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Lawrence B. Gill
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
IN, HC
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CUSIP No. Y8897Y149
1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Jeffrey S. Fishman
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
IN, HC
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CUSIP No. Y8897Y149
1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Ron D. Silverton
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
IN, HC
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Item 1.
Top Ships Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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1 Vas. Sofias and Meg.
Alexandrou Street
151 24 Maroussi
Athens Greece
Item 2.
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(a)
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Name of Person Filing
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This Schedule 13G is being filed on behalf of ALJ Capital
Management, LLC, ALJ Capital II, L.P., LJR Capital, L.P., Lawrence B. Gill, Jeffrey S. Fishman and Ron D. Silverton (each, a “Reporting
Person”).
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(b)
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Address of Principal Business Office or, if none, Residence
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For each Reporting Person:
6300 Wilshire Boulevard, Suite 700, Los Angeles, CA 90048
ALJ Capital Management, LLC (“ALJ”) is a
California limited liability company.
ALJ Capital II, L.P. and LJR Capital, L.P. are Delaware
limited partnerships.
Mr. Gill, Mr. Fishman and Mr. Silverton (the “Principals”)
are United States citizens.
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(d)
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Title of Class of Securities
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Common Stock
Y8897Y149
Item 3.
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If this statement is filed pursuant to §240.13d-1(b)
or §§240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);*
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
For ALJ Capital II, L.P.:
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0.0%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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For LJR Capital, L.P.:
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0.0%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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For each of ALJ and the Principals:
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of class: 0.0%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class
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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.
x
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below I certify that, to the best of my 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.
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: February 13, 2017
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ALJ CAPITAL MANAGEMENT, LLC
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/s/Lawrence B. Gill
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By: Lawrence B. Gill
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Its: Manager
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ALJ Capital II, L.P.
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By: ALJ Capital Partners, LLC
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Its: General Partner
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/s/Lawrence B. Gill
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By: Lawrence B. Gill
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Its: Manager
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LJR capital, L.P.
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By: ALJ Capital Partners, LLC
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Its: General Partner
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/s/Lawrence B. Gill
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By: Lawrence B. Gill
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Its: Manager
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/s/Lawrence B. Gill
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LAWRENCE B. GILL
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/s/Jeffrey S. Fishman
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JEFFREY S. FISHMAN
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/s/Ron D. SIlverton
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RON D. SILVERTON
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EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule
13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”) by and among the parties listed below, each referred
to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate,
and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the
requirements for making a joint filing under Rule 13d-1.
Dated: February 13, 2017
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ALJ CAPITAL MANAGEMENT, LLC
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/s/Lawrence B. Gill
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By: Lawrence B. Gill
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Its: Manager
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ALJ Capital II, L.P.
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By: ALJ Capital Partners, LLC
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Its: General Partner
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/s/Lawrence B. Gill
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By: Lawrence B. Gill
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Its: Manager
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LJR capital, L.P.
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By: ALJ Capital Partners, LLC
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Its: General Partner
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/s/Lawrence B. Gill
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By: Lawrence B. Gill
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Its: Manager
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/s/Lawrence B. Gill
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LAWRENCE B. GILL
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/s/Jeffrey S. Fishman
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JEFFREY S. FISHMAN
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/s/Ron D. SIlverton
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RON D. SILVERTON
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