Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Costamare Bulkers Holdings Ltd (Name of Issuer) |
Common Stock, $0.0001 Par Value (Title of Class of Securities) |
Y2001C101 (CUSIP Number) |
Konstantinos Konstantakopoulos c/o Costamare Shipping Company S.A., 60 Zephyrou Street and Syngrou Avenue Athens, J3, 17564 30(210)9490050 Copy to: D. Scott Bennett, Esq Cravath, Swaine & Moore LLP, Two Manhattan West, 375 Ninth Avenue New York, NY, 10001 212-474-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/06/2025 (Date of Event Which Requires Filing of This Statement) |
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.
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
|
| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
Konstantakopoulos, Konstantinos | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,933,667.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to 11: As of the date hereof, Konstantinos Konstantakopoulos owns 6,933,667 shares. This number also includes (1) 2,986,000 shares owned by Kent Maritime Investments S.A., 846 shares owned by Costamare Shipping Company S.A. and 461,138 shares owned by Longshaw Maritime Investments S.A. and (2) half of the shares (690,990 shares) owned by Costamare Shipping Services Ltd. Note to 13: The percent ownership is calculated based upon an aggregate of 24,203,746 shares outstanding.
SCHEDULE 13D
|
| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
Kent Maritime Investments S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,986,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 11: Kent Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 2,986,000 shares of common stock of the Issuer. Note to 13: The percent ownership is calculated based upon an aggregate of 24,203,746 shares outstanding.
SCHEDULE 13D
|
| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
COSTAMARE SHIPPING Co S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PANAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
846.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 11: Costamare Shipping Company S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 846 shares of common stock of the Issuer. Note to 13: The percent ownership is calculated based upon an aggregate of 24,203,746 shares outstanding.
SCHEDULE 13D
|
| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
Longshaw Maritime Investments S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
461,138.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 11: Longshaw Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 461,138 shares of the common stock of the Issuer. Note to 13: The percent ownership is calculated based upon an aggregate of 24,203,746 shares outstanding.
SCHEDULE 13D
|
| CUSIP No. | Y2001C101 |
| 1 |
Name of reporting person
Costamare Shipping Services Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
690,990.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 11: Konstantinos Konstantakopoulos owns 50% of the outstanding equity of Costamare Shipping Services Ltd., resulting in his indirect ownership of half of the stock (690,990 shares) owned by Costamare Shipping Services Ltd. Note to 13: The percent ownership is calculated based upon an aggregate of 24,203,746 shares outstanding.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 Par Value | |
| (b) | Name of Issuer:
Costamare Bulkers Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
7 Rue du Gabian, MC,
MONACO
, 98000. | |
Item 1 Comment:
Common Stock, $0.0001 Par Value (the "Common Stock") Costamare Bulkers Holdings Ltd (the "Issuer") | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed on behalf of Konstantinos Konstantakopoulos, Kent Maritime Investments S.A., Costamare Shipping Company S.A., Longshaw Maritime Investments S.A. and Costamare Shipping Services Ltd. (each a "Reporting Person" and collectively the "Reporting Persons"). | |
| (b) | The principal business office of each Reporting Person is: c/o Costamare Shipping Company S.A. 60 Zephyrou Street and Syngrou Avenue, 17564 Athens, Greece | |
| (c) | Mr. Konstantakopoulos is the Chief Executive Officer and Chairman of the board of directors of Costamare Inc. Costamare Inc. is an international owner of containerships, and its principal executive office is located at 7 Rue du Gabian, MC 98000 Monaco. Kent Maritime Investments S.A. is a holding company. Costamare Shipping Company S.A. is a ship management company. Longshaw Maritime Investments S.A. is a holding company. Costamare Shipping Services Ltd. provides representation, brokerage and other services to ship owners and their vessels. | |
| (d) | None of the Reporting Persons or directors, officers or other control persons of a Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons or directors, officers or other control persons of a Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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 violation with respect to such laws. | |
| (f) | Konstantinos Konstantakopoulos is a citizen of Greece. Kent Maritime Investments S.A. is a Marshall Islands corporation. Costamare Shipping Company S.A. is a Panamanian corporation. Longshaw Maritime Investments S.A. is a Marshall Islands corporation. Costamare Shipping Services Ltd. is Marshall Islands corporation. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On May 6, 2025, Costamare Inc. ("CMRE") distributed in the form of a dividend all of the then-outstanding Common Stock on a pro rata basis to the record holders of the common stock, par value $0.0001 per share, of CMRE (the "CMRE Common Shares" and such distribution, the "Distribution"). Each CMRE shareholder received one share of Common Stock for every five CMRE Common Shares held as of 5:00 p.m., New York City time, on April 29, 2025 (the "Record Date"). As a result of the Distribution and based on the Reporting Persons' beneficial ownership of CMRE Common Shares on the Record Date, the Reporting Persons acquired beneficial ownership of 6,933,667 shares of Common Stock on May 6, 2025, which beneficial ownership constituted more than 5% of the outstanding Common Stock on such date and necessitated the filing of this Schedule 13D by the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
Mr. Konstantakopoulos is the direct and indirect owner of the Common Stock identified on the cover pages to this Schedule 13D. Mr. Konstantakopoulos acquired the Common Stock for investment purposes. The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and, depending upon the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the business prospects of the Issuer, general stock market and economic conditions, tax considerations, investment considerations and/or other factors deemed relevant, may consider increasing or decreasing their investment in the Issuer, including through one or more open market purchases or private transactions. The timing and amount of such acquisitions or dispositions will depend on the conditions and considerations described in the preceding sentence and may be entered into pursuant to a Rule 10b5-1 plan. As part of this ongoing review, the Reporting Persons have engaged and/or may in the future engage, legal and financial advisors to assist them in such review and in evaluating strategic alternatives that are or may become available with respect to their holdings in the Issuer. Except as set forth in this Schedule 13D, none of the Reporting Persons has any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, each of the Reporting Persons reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (i) its business and liquidity objectives; (ii) the Issuer's financial condition, business, operations, competitive position, prospects and/or share price; (iii) industry, economic and/or securities markets conditions; (iv) alternative investment opportunities; and (v) other relevant factors. Without limiting the generality of the preceding sentence, each of the Reporting Persons reserves the right (subject to any applicable restrictions under law or other contracts) to at any time or from time to time (A) purchase or otherwise acquire additional shares or other securities of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, "Issuer Securities"), in the open market, in privately negotiated transactions or otherwise; and/or (B) sell, transfer or otherwise dispose of Issuer securities in public or private transactions. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 11 and 13 on the cover pages to this Schedule 13D for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by each Reporting Person. | |
| (b) | i. Sole power to vote or to direct the vote: See item 7 on cover pages to this Schedule 13D. ii. Shared power to vote or to direct the vote: See item 8 on cover pages to this Schedule 13D. iii. Sole power to dispose or direct the disposition: See item 9 on cover pages to this Schedule 13D. iv. Shared power to dispose or direct the disposition: See item 10 on cover pages to this Schedule 13D. | |
| (c) | The information provided in Item 3 is hereby incorporated by reference herein. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On May 6, 2025, each of the Reporting Persons entered into an agreement (the "Joint Filing Agreement") in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. This summary of the Joint Filing Agreement is qualified in its entirety by reference to the Joint Filing Agreement, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference. Except for the Joint Filing Agreement, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement dated as of May 6, 2025 among the Reporting Persons | ||
| 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.
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