DryShips Inc.
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(Name of Issuer)
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Common Shares, par value $0.01 per share
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(Title of Class of Securities)
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Y2109Q705
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(CUSIP Number)
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William S. Haft
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019-6142
+1-212-506-3740
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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March 14, 2018
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_].
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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).
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* 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.
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CUSIP No.
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Y2109Q705
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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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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) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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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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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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12,000,000
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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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12,000,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,000,000
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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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11.7%(1)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2109Q705
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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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Sierra Investments 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) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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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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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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45,876,061
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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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45,876,061
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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45,876,061
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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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44.7% (1)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2109Q705
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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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Mountain Investments 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) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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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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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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14,545,454
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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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14,545,454
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,545,454
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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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14.2% (1)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2109Q705
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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) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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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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Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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*72,421,515
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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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*72,421,515
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*72,421,515
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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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70.6%(1)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2109Q705
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background
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(a),(f)
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This Amendment No. 2 is being filed by SPII Holdings Inc., a Marshall Islands corporation ("SPII"), Sierra Investments Inc., a Marshall Islands corporation ("Sierra"), Mountain Investments Inc., a Marshall Islands corporation ("Mountain"), and Mr. George Economou, a citizen of Greece ("Mr. Economou," and, together with SPII, Sierra, and Mountain, the "Reporting Persons").
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(b)
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The address of the principal place of business of SPII is c/o Omega Services Limited, 5/1 Merchants Street, Valletta VLT, 1171, Malta.
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The address of the principal place of business of Sierra and Mountain is c/o Mare Services Limited, 5/1 Merchants Street, Valletta VLT, 1171, Malta.
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Mr. Economou's correspondence address is 109 Kifisias Avenue and Sina Street, 151 24, Marousi, Athens, Greece.
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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Omega Services Limited
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Sole Director/Secretary
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Omega Services Limited is a Maltese corporation, and its principal business address is 5/1 Merchants Street, Valletta VLT, 1171, Malta.
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Dr. Adriano Cefai
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President/Treasurer
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Mr. Cefai is a citizen of Malta. Mr. Cefai's principal occupation is attorney at law.
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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Mare Services Limited
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Sole Director/Secretary
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Mare Services Limited is a Maltese corporation, and its principal business address is 5/1 Merchants Street, Valletta VLT, 1171, Malta.
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Dr. Adriano Cefai
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President/Treasurer
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Mr. Cefai is a citizen of Malta. Mr. Cefai's principal occupation is attorney at law.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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Voting
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Dispositive
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|||||||||||
Names
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Percentage of Common Shares Beneficially Owned
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Sole
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Shared
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Sole
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Shared
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SPII
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11.7
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%
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0
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12,000,000
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0
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12,000,000
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Sierra
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44.7
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%
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0
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45,876,061
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0
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45,876,061
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Mountain
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14.2
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%
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0
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14,545,454
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0
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14,545,454
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Mr. Economou
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70.6
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%
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0
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72,421,515
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(1)
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0
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72,421,515
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(1)
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7.
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Materials to be Filed as Exhibits
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March 14, 2018
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(Date)
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SPII HOLDINGS INC.
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BY: OMEGA SERVICES LIMITED
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By:
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/s/ Dr. Adriano Cefai
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Name:
Title:
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Dr. Adriano Cefai
Director of Omega Services Limited |
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SIERRA INVESTMENTS INC.
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BY: MARE SERVICES LIMITED
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By:
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/s/ Dr. Adriano Cefai
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Name:
Title:
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Dr. Adriano Cefai
Director of Mare Services Limited |
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MOUNTAIN INVESTMENTS INC.
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BY: MARE SERVICES LIMITED
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By:
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/s/ Dr. Adriano Cefai
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Name:
Title:
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Dr. Adriano Cefai
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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