1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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SPII
Holdings Inc.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3.
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SEC
USE ONLY
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Marshall
Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0
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14.
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TYPE
OF REPORTING PERSON
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CO
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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George
Economou
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☒
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(b)
☐
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3.
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SEC
USE ONLY
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Greece
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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0
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
|
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0
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14.
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TYPE
OF REPORTING PERSON
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IN
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This
Amendment No. 17 (“Amendment No. 17”) amends the Schedule 13D originally
filed with the U.S. Securities and Exchange Commission (the “SEC”) by SPII
Holdings Inc., a Marshall Islands corporation (“SPII”), Sierra Investments Inc., Mountain Investments Inc.,
and Mr. George Economou (“Mr. Economou”) on September 5, 2017 (the “Original
Schedule 13D”), as amended on October 6, 2017 (“Amendment No. 1”),
March 15, 2018 (“Amendment No. 2”), May 16, 2018 (“Amendment
No. 3”), June 11, 2018 (“Amendment No. 4”), June 18, 2018
(“Amendment No. 5”), August 21, 2018 (“Amendment
No. 6,”), September 4, 2018 (“Amendment No. 7”), September
19, 2018 (“Amendment No. 8”), October 1, 2018 (“Amendment
No. 9”), November 8, 2018 (“Amendment No. 10”), November
19, 2018 (“Amendment No. 11”), November 27, 2018 (“Amendment
No. 12”), December 7, 2018 (“Amendment No. 13”), December
17, 2018 (“Amendment No. 14”), June 13, 2019 (“Amendment No. 15”),
and August 19, 2019 (“Amendment No. 16”, and the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment
No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10,
Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, and Amendment No. 16, when taken together,
are the “Initial Statement”).
Item
4. Purpose of Transaction
Item
4 is hereby supplemented by adding the following:
On
October 9, 2019, a special meeting of the stockholders of DryShips Inc. (“Issuer”) was held at 4:00 p.m. (Greece
time) at 80 Kifissias Avenue, GR 151 25, Marousi, Athens, Greece. At the special meeting, the stockholders of Issuer authorized
and approved that certain agreement and plan of merger, dated as of August 18, 2019 (the “Merger Agreement”),
by and among SPII, Sileo Acquisitions Inc., a corporation organized under the laws of the Republic of the Marshall Islands and
wholly-owned subsidiary of SPII (“Merger Sub”), and Issuer, pursuant to which Merger Sub will be merged with
and into Issuer (the “Merger”), with Issuer continuing as the surviving company and becoming a wholly owned
subsidiary of SPII.
On
October 11, 2019, Issuer and Merger Sub filed Articles of Merger with a Registrar of Corporations of the Republic of the Marshall
Islands, which were registered by such Registrar of Corporations of the Republic of the Marshall Islands on October 11, 2019,
pursuant to which the Merger became effective on October 11, 2019 (the “Effective Time”).
At
the Effective Time, each common share, par value $0.01 per share, of Issuer (collectively, the “Common
Shares”) issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted
into the right to receive US$5.25 per Common Share, without interest and net of any applicable withholding taxes, except for any
Common Shares that, as of immediately prior to the effective time of the Merger, were (i) held by SPII or any subsidiary of SPII
or (ii) held by Issuer as treasury stock or by any of Issuer’s subsidiaries, which Common Shares were canceled, and no
payment was made with respect to such Common Shares.
Upon
the consummation of the Merger, Issuer became a wholly-owned subsidiary of SPII and the separate corporate existence of Merger
Sub ceased. On October 11, 2019, Issuer notified NASDAQ of the completion of the Merger and requested that trading in the Common
Shares be suspended and that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration under Section
12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25, thereby commencing the
process of delisting and deregistering the Common Shares. Issuer intends to suspend its reporting obligations under Section 13(a)
and 15(d) of the Exchange Act and to deregister the Company Shares under Section 12(g) of the Exchange Act by filing a certification
and notice on Form 15 with the SEC as soon as practicable. Issuer’s reporting obligations under the Exchange Act will be
suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
There
are no other changes to Item 4 from the Initial Statement.
Item
5. Interest in Securities of the Issuer
(a)-(b)
As of the date of this Amendment No. 17, neither SPII nor Mr. Economou (collectively, the “Reporting Persons”)
beneficially owns any Common Shares or has any voting power or dispositive power over any Common Shares following the consummation
of the Merger as all such shares were cancelled in connection therewith.
(c)
Except as set forth in Item 4 of this Amendment No. 17, none of the Reporting Persons has effected any transactions in the Common
Shares during the past 60 days.
(d)
Not applicable.
(e)
October 11, 2019
Item
7. Materials to be Filed as Exhibits
Exhibit
A. Joint Filing Agreement
SIGNATURES
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.
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October
11, 2019
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(Date)
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SPII
HOLDINGS INC.
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BY:
MARE SERVICES LIMITED
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By:
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/s/
Dr. Renato Cefai
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Name:
Dr. Renato Cefai
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Title:
Director of Mare Services Limited
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GEORGE
ECONOMOU*
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/s/
George Economou
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(Signature)
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*
The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned agree that this Schedule 13D/A dated October 11, 2019 relating to the Common Shares, par value $0.01 per share, of
DryShips Inc. shall be filed on behalf of the undersigned.
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SPII
HOLDINGS INC.
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BY:
MARE SERVICES LIMITED
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By:
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/s/
Dr. Renato Cefai
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Name:
Dr. Renato Cefai
|
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Title:
Director of Mare Services Limited
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GEORGE
ECONOMOU
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/s/
George Economou
|
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(Signature)
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