SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)^*

 

 

STEALTHGAS INC.

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y81669 10 6

 

 

(CUSIP Number)

Harry N. Vafias

c/o StealthGas Inc.

331 Kifissias Avenue

Erithrea 14561

Athens, Greece

011 30210 625 0001

 

 

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

With Copies To:

Finn Murphy, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

(212) 309-6000

May 26, 2021

(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).

(Continued on following pages)

 

 

 

CUSIP No. Y81669 10 6		13D

 

1		NAME OF REPORTING PERSONS       Flawless Management Inc.
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of the Marshall Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   7,105,453
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   7,105,453
				10		SHARED DISPOSITIVE POWER   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,105,453
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   18.5%
14		TYPE OF REPORTING PERSON (see instructions)   OO

CUSIP No. Y81669 10 6		13D

 

1		NAME OF REPORTING PERSONS   Harry N. Vafias
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)   Not applicable
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   GREECE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   8,509,069*
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   8,509,069*
				10		SHARED DISPOSITIVE POWER   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   8,509,069*
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   22.2%*
14		TYPE OF REPORTING PERSON (see instructions)   IN

 

 

*

Includes 250,000 restricted shares outstanding as of the date hereof and 250,000 shares issuable upon exercise of stock options, 50% of which restricted shares and stock options vest on May 26, 2022 and 50% of which vest on May 26, 2023. These shares remain subject to forfeiture if the time-based vesting conditions are not satisfied.

Item 1.

Security and Issuer

This Amendment No. 2 to the Statement on Schedule 13D originally filed on February 5, 2018, as amended by Amendment No. 1 on March 27, 2020 (the “Schedule 13D”) relates to the common stock, par value $0.01 per share (“Common Stock”), of StealthGas Inc., a Marshall Islands corporation (the “Company”). The principal executive office of the Company is located at 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. Information given in response to each item below shall be deemed incorporated by reference in all other items below.

 

Item 2.

Identity and Background

(a)-(c), (f) This Schedule 13D is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation (“Flawless”), and Harry N. Vafias in his personal capacity (sometimes collectively referred to as the “Reporting Persons”). The principal business of Flawless is investing in securities. The business address of each of the Reporting Persons is c/o StealthGas Inc., 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. The sole officer and director of Flawless is Harry N. Vafias who is the Director, President, Secretary and Treasurer of Flawless. Harry N. Vafias is an individual of Greek citizenship who is the Chief Executive Officer, President and Chief Financial Officer of the Company.     

(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

 

Item 3.

Source and Amount of Funds or Other Consideration

Mr. Vafias acquired (1) 234,826 shares of Common Stock in open market transactions during the period from January 15, 2021 to January 28, 2021, at prices between $2.69 and $2.747 per share, for a total purchase price of $640,723, using personal funds and (2) on May 26, 2021, 250,000 restricted shares of Common Stock and 250,000 shares of Common Stock subject to options with an exercise price of $2.99 per share and an option expiration date of May 25, 2031, which were granted to Mr. Vafias by the Company as compensatory awards. These compensatory awards are subject to time-based vesting, with 50% of the restricted shares and stock options vesting on May 26, 2022 and 50% of the restricted shares and stock options vesting on May 26, 2023.

 

Item 4.

Purpose of Transaction.

See the response to Item 3, which is incorporated by reference herein. Neither Flawless nor Mr. Harry N. Vafias has any plans or proposals with respect to any material change in the Company’s business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a) As of the date of this filing, the Reporting Persons’ beneficial ownership of the Common Stock is as follows:

 

Name		Sole Voting and Dispositive Power				Shared Voting and Dispositive Power				Percentage
Flawless Management Inc.			7,105,453				—				18.5	%
Harry N. Vafias			8,509,069	*			—				22.2	%

 

*

Includes 250,000 restricted shares outstanding as of the date hereof and 250,000 shares issuable upon exercise of stock options, 50% of which restricted shares and stock options vest on May 26, 2022 and 50% of which vest on May 26, 2023. These shares remain subject to forfeiture if the time-based vesting conditions are not satisfied.

(b) Number of shares of Common Stock beneficially owned as to which the Reporting Persons have:

(i) sole power to vote or direct the vote:

 

Name		Number of Shares
Flawless Management Inc.			7,105,453
Harry N. Vafias			8,509,069

(ii) sole power to dispose or direct the disposition of:

 

Name		Number of Shares
Flawless Management Inc.			7,105,453
Harry N. Vafias			8,509,069

(c) Other than as set forth in response to Item 3 above, no other transactions in the Company’s Common Stock by the Reporting Persons were effected in the past 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the relationships described above and in the responses to Items 4 and 5 herein, none of the Reporting Persons, nor, to the best of their knowledge, any persons listed on Schedule A hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to any securities of the Company.

 

Item 7.

Material to be Filed as Exhibits

Exhibit 1: Joint Filing Agreement, dated June 1, 2021, among Flawless Management Inc. and Harry N. Vafias.

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SIGNATURE

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

Dated: June 1, 2021

 

 

EXHIBIT INDEX

The following is filed as an Exhibit to this Schedule 13D:

Exhibit 1: Joint Filing Agreement, dated June 1, 2021, between Flawless Management Inc. and Harry N. Vafias.