SEC Form SC 13D/A filed by Costamare Inc. (Amendment)

10/13/22 4:31:47 PM ET

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Marine Transportation

Consumer Discretionary

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SC 13D/A 1 sc13da.htm AMENDMENT NO. 6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Costamare Inc.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

Y1771G102

(CUSIP Number)

Konstantinos Konstantakopoulos

c/o Costamare Shipping Company S.A.
60 Zephyrou Street and Syngrou Avenue
17564 Athens, Greece

+30(210)9490050

Copy to:

D. Scott Bennett, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

212-474-1000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 13, 2022

(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. ☐

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).

CUSIP No.

Y1771G102

13D/A

1	NAMES OF REPORTING PERSONS
	Konstantinos Konstantakopoulos

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not Applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Greece

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			31,472,162

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			31,472,162

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,472,162¹

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
	NOT APPLICABLE

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	25.9%²

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

¹ As of the date hereof, Konstantinos Konstantakopoulos owns 31,472,162 shares. This number also includes (1) 300,000 shares owned by the reporting person’s spouse, (2) 13,640,893 shares owned by Kent Maritime Investments S.A., 3,867 shares owned by Costamare Shipping Company S.A. and 2,115,756 shares owned by Longshaw Maritime Investments S.A., and (3) half of the shares (2,537,372 shares) owned by Costamare Shipping Services Ltd. The reporting person disclaims beneficial ownership of the shares owned by the reporting person’s spouse, and the reporting thereof shall not constitute an admission that the reporting person is a beneficial owner of such shares.

² The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.

CUSIP No.

Y1771G102

13D/A

1	NAMES OF REPORTING PERSONS
	Kent Maritime Investments S.A.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			13,640,893

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			13,640,893

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,640,893³

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
	NOT APPLICABLE

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.2%⁴

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

³ Kent Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 13,640,893 shares of common stock of the Issuer.

⁴ The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.

CUSIP No.

Y1771G102

13D/A

1	NAMES OF REPORTING PERSONS
	Costamare Shipping Company S.A.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Panama

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,867

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			3,867

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,867⁵

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
	NOT APPLICABLE

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.0%⁶

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁵ Costamare Shipping Company S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 3,867 shares of common stock of the Issuer.

⁶ The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.

CUSIP No.

Y1771G102

13D/A

1	NAMES OF REPORTING PERSONS
	Longshaw Maritime Investments S.A.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,115,756

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			2,115,756

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,115,756⁷

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
	NOT APPLICABLE

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.7%⁸

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁷ Longshaw Maritime Investments S.A. is controlled by Konstantinos Konstantakopoulos, resulting in his indirect ownership of all 2,115,756 shares of the common stock of the Issuer.

⁸ The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.

CUSIP No.

Y1771G102

13D/A

1	NAMES OF REPORTING PERSONS
	Costamare Shipping Services Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	SC, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Not applicable

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,537,372

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			2,537,372

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,537,372⁹

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
	NOT APPLICABLE

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.1%¹⁰

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁹ Konstantinos Konstantakopoulos owns 50% of the outstanding equity of Costamare Shipping Services Ltd., resulting in his indirect ownership of half of the stock (2,537,372 shares) owned by Costamare Shipping Services Ltd.

¹⁰ The percent ownership is calculated based upon an aggregate of 121,723,811 outstanding shares of common stock of the Issuer.

AMENDMENT NO. 6 TO

STATEMENT ON SCHEDULE 13D

This Amendment No. 6 (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, November 26, 2018, July 18, 2019, June 9, 2022, and August 11, 2022 (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 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.

Longshaw Maritime Investments S.A.

During the period August 14, 2022 through October 12, 2022, Longshaw Maritime Investments S.A. acquired shares of Common Stock in the following transactions:

Trade Date	Amount of Shares	Average Price per Share	Where/How Effected
8/17/2022	50,000	11.50	Open Market
8/19/2022	50,000	11.58	Open Market
9/6/2022	6,536	10.80	Open Market
9/7/2022	84,845	10.57	Open Market
9/8/2022	50,000	10.45	Open Market
9/16/2022	30,000	10.27	Open Market
9/19/2022	6,630	10.10	Open Market
9/20/2022	4,556	10.19	Open Market
9/21/2022	55,444	9.99	Open Market
9/22/2022	49,425	9.68	Open Market
9/23/2022	168,151	9.28	Open Market
9/26/2022	150,000	9.02	Open Market
9/27/2022	120,000	9.12	Open Market
9/28/2022	12,600	9.10	Open Market
9/29/2022	105,613	8.87	Open Market
9/30/2022	30,000	8.99	Open Market
10/3/2022	20,013	9.14	Open Market
10/10/2022	60,000	8.94	Open Market
10/11/2022	17,743	8.69	Open Market
10/12/2022	87,721	8.94	Open Market

Costamare Shipping Services Ltd.

Costamare Shipping Services Ltd. received 149,600 shares of Common Stock on September 30, 2022 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 7. Material to Be Filed as Exhibits

Exhibit 1

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: October 13, 2022


	By:	/s/ Konstantinos Konstantakopoulos
		Name: Konstantinos Konstantakopoulos

	KENT MARITIME INVESTMENTS S.A.

	By:	/s/ Konstantinos Konstantakopoulos
		Name: Konstantinos Konstantakopoulos

	COSTAMARE SHIPPING COMPANY S.A.

	By:	/s/ Konstantinos Konstantakopoulos
		Name: Konstantinos Konstantakopoulos

	LONGSHAW MARITIME INVESTMENTS S.A.

	By:	/s/ Konstantinos Konstantakopoulos
		Name: Konstantinos Konstantakopoulos

	COSTAMARE SHIPPING SERVICES LTD.

	By:	/s/ Konstantinos Konstantakopoulos
		Name: Konstantinos Konstantakopoulos

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Date	Price Target	Rating	Analyst
4/24/2023	$15.00 → $10.00	Buy → Hold	Jefferies
1/13/2023	$12.50 → $11.00	Buy → Hold	Stifel
7/21/2022	$19.00	Buy	Jefferies

SEC Form SC 13D/A filed by Costamare Inc. (Amendment)

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