*   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).

 

 

Schedule 13D

Schedule 13D 

Schedule 13D

INTRODUCTION

This Amendment No. 12 to Schedule 13D further amends the Schedule 13D originally filed on March 12, 2015 by the Reporting Persons (as defined in Item 2), to reflect the change in beneficial ownership by certain Reporting Persons due to an increase in the Issuer's outstanding Common Stock to 36,091,885 shares.

ITEM 1.                          Security and Issuer.

This statement relates to the common stock, par value $0.0001 per share ("Common Stock") issued by Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the "Issuer"), whose principal executive offices are located at 16 Grigoriou Lambraki Street, 166 74 Glyfada, Athens, Greece.

ITEM 2.                          Identity and Background.

(a) – (c), (f) This statement is being filed by each of the persons identified below (collectively the "Reporting Persons"):

(1) Claudia Restis is the beneficial owner of 100% of the capital stock of each of the corporate Reporting Persons through a revocable trust of which she is beneficiary.

(d) – (e)  None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Schedule 13D 

ITEM 3.                          Source and Amount of Funds or Other Consideration.

There are no material changes to Item 3 from the Schedule 13D/A filed with the Commission on February 21, 2017.

ITEM 4.                          Purpose of Transaction.

There are no material changes to Item 4 from the Schedule 13D/A filed with the Commission on February 21, 2017.

Except as set forth above and as previously disclosed in the original Schedule 13D filed with the Commission on March 12, 2015, no Reporting Person has any present plans or proposals which relate to or would result in the occurrence of any of the events described in Item 4 (a) through (j) of Schedule 13D.

ITEM 5.                          Interest in Securities of the Issuer.

(a) – (b) Based on information provided by the Issuer, the Issuer had 36,091,885 shares of Common Stock outstanding as of the date hereof.  Based upon the foregoing, as of the date hereof, the Reporting Persons' beneficial ownership is as set forth below:

 

						Voting								Dispositive
Name		Percentage of Shares Beneficially Owned				Sole				Shared				Sole				Shared
Jelco Delta Holding Corp.			68.4	%			0				43,649,230	(1)			0				43,649,230	(1)
Comet Shipholding Inc.			2.4	%			0				853,434				0				853,434
Claudia Restis			69.7	%			0				44,502,664	(1)(2)			0				44,502,664	(1)(2)

(1)

Includes (i) 4,222,223 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015, issued by the Issuer to Jelco and (ii) 23,516,667 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco.  See Item 3.

(2)

Claudia Restis may be deemed to beneficially own 43,649,230 shares of Common Stock of the Issuer through Jelco and 853,434 shares of Common Stock of the Issuer through Comet Shipholding Inc., each through a revocable trust of which she is beneficiary.

 

 

 

(c) N/A

(d) N/A

(e) N/A

 

On March 28, 2017, the Issuer and Jelco entered into an amendment (a copy of which is attached hereto as Exhibit A and the terms of which are incorporated by reference) to the revolving convertible promissory note issued by the Issuer to Jelco, dated September 7, 2015, as amended (the "Convertible Note"), pursuant to which the Applicable Limit (as defined in the Convertible Note) will no longer be reduced on September 7, 2017, and instead the Applicable Limit will be reduced by $3.1 million on each of September 7, 2018 and September 7, 2019.  Further, on March 28, 2017, the Issuer entered into a $47.5 million secured loan agreement with Jelco (the "Jelco Backstop Facility").  Under the terms of the Jelco Backstop Facility, the Issuer has agreed that as a condition precedent to any advance, the Issuer will obtain an independent third party fairness opinion stating the conversion price under the Convertible Note that is fair to all the Issuer's shareholders and enter into an amendment to the Convertible Note amending the conversion price in the Convertible Note to the lower of (i) the conversion price as defined in the Convertible Note and (ii) the price determined by the fairness opinion.

Except as set forth above, there are no material changes to Item 6 from the Schedule 13D/A filed with the Commission on February 21, 2017.

ITEM 7.                Materials to be Filed as Exhibits.

Exhibit A          Eighth Amendment to Revolving Convertible Promissory Note, dated March 28, 2017.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 7, 2017