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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Performance Shipping Inc.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

Y67305105

(CUSIP Number)

Richard M. Brand

Kiran S. Kadekar

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

(212) 504-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 4, 2023

(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 Rule §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).

* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.

** Based on the 11,309,236 Common Shares stated by the Issuer as being outstanding as at August 31, 2023 in its Report on Form 6-K, filed with the United States Securities and Exchange Commission (the “SEC”) on September 1, 2023 (the “September 2023 6-K”).

* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.

** Based on the 11,309,236 Common Shares stated by the Issuer as being outstanding as at August 31, 2023 in its September 2023 6-K.

* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.

** Based on the 11,309,236 Common Shares stated by the Issuer as being outstanding as at August 31, 2023 in its September 2023 6-K.

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”), amends and supplements the Schedule 13D filed on August 25, 2023 (as amended and supplemented prior to the filing hereof, the “Initial 13D” and as further amended and supplemented hereby, the “Schedule 13D”) by the Reporting Persons, relating to the common shares, par value $0.01 per share (the “Common Shares”), of Performance Shipping Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the “Issuer”). Capitalized terms not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Initial 13D.

The response to Item 4 is amended and supplemented by adding the following:

“On September 4, 2023, the Reporting Persons delivered a letter to the board of directors of the Issuer, which among other things, (i) observes that Issuer director Andreas Nikolaos Michalopoulos, who is the husband of the Issuer’s Chairperson Aliki Paliou, also indirectly acquired Series C Preferred Shares in the 2022 exchange offer alongside Ms. Paliou and (ii) demands that the board of directors of the Issuer:

A copy of such letter is furnished herewith as Exhibit 99.4.”

The first paragraph of Item 5 of the Initial 13D is hereby amended and restated as follows:

“(a),(b) The Reporting Persons each may be deemed to beneficially own all of the 1,033,859 Common Shares (the “Subject Shares”) reported herein, which represent approximately 9.1% of Issuer’s outstanding Common Shares, based on the 11,309,236 Common Shares stated by Issuer as being outstanding as of September 1, 2023 in the Issuer’s September 2023 6-K.”

The response to Item 7 is amended and supplemented by adding the following: 

SIGNATURES

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