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TOP
SHIPS Inc.
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(Name
of Issuer)
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Common
Stock, $.01 par value
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(Title
of Class of Securities)
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Y889Y107
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(CUSIP
Number)
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George
Economou
G.
C. Economou & Associates
11
Kanari Street
106
71 Athens, Greece
001-30
210 364-0030
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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September
4, 2008
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box
[ ].
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CUSIP
No.
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Y889Y107
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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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Sovereign
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)
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[ ]
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(b)
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[ ]
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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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SC
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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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Republic
of 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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2,826,564
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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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2,826,564
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,826,564
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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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9.3%
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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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Y889Y107
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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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Evangelos
Pistiolis
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[ ]
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(b)
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[ ]
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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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SC
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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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Athens,
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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2,826,564
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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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2,826,564
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,826,564
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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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9.3%
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14.
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TYPE
OF REPORTING PERSON
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IN
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Item
1.
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Security
and Issuer.
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The
name of the issuer is TOP SHIPS Inc., a Marshall Islands corporation (the
“Issuer”). The address of the Issuer’s offices is 1 Vas. Sofias & Meg.
Alexandrou Str., Maroussi - Athens GR-151 24. The Schedule relates to the
Issuer’s Common Stock, $.01 par value (the “Common
Stock”).
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Item
2.
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Identity
and Background.
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(a
–c, f)
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The
Schedule is being filed by Sovereign Holdings Inc. and Evangelos Pistiolis
(together referred to herein as the “Reporting
Persons”).
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The
principal business address of Sovereign Holdings Inc. is located at
Sovereign Holdings Inc., c/o G. C. Economou & Associates, 11 Kanari
Street, 106 71 Athens, Greece.
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Evangelos
Pistiolis is a citizen of Greece whose principal business address is
located at TOP SHIPS Inc., 1 Vas. Sofias & Meg. Alexandrou Str.,
Maroussi - Athens GR-151 24. Evangelos Pistiolis serves as the President,
Chief Executive Officer and Acting Chief Financial Officer of the
Issuer.
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Annita
Hadjipaschali, Stylianos Giamanis, and Pinelopi Platsouka are the
executive officers and directors of Sovereign Holdings Inc. (together
referred to herein as the "Executive Officers and
Directors").
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Each
of the Executive Officers and Directors are Greek citizens whose principal
business address is located at G. C. Economou & Associates, 11 Kanari
Street, 106 71 Athens, Greece.
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Annita
Hadjipaschali serves as a consultant of G. C. Economou &
Associates,
Stylianos
Giamanis serves as an associate of G. C. Economou & Associates
and
Pinelopi
Platsouka serves as a consultant of G. C. Economou &
Associates.
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(d)
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None
of the Reporting Persons or the Executive Officers and Directors has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(e)
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None
of the Reporting Persons or Executive Officers and Directors has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding were or are 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.
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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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(a),
(b)
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As
of the date hereof, each of Sovereign Holdings Inc. and Evangelos
Pistiolis may be deemed to be the beneficial owners of 2,826,564 shares of
Common Stock, or 9.3% of the shares of Common Stock, based upon the
30,319,116 shares outstanding as of September 9, 2008, according to the
Issuer.
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Sovereign
Holdings Inc. shares the power to vote or direct the vote of 2,826,564
shares to which this filing relates.
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Sovereign
Holdings Inc. has the sole power to vote or direct the vote of 0 shares to
which this filing relates.
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Sovereign
Holdings Inc. shares the power to dispose or direct the disposition of
2,826,564 shares to which this filing relates.
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Sovereign
Holdings Inc. has the sole power to dispose or direct the disposition of 0
shares to which this filing relates.
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Evangelos
Pistiolis shares the power to vote or direct the vote of 2,826,564 shares
to which this filing relates.
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Evangelos
Pistiolis has the sole power to vote or direct the vote of 0 shares to
which this filing relates.
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Evangelos
Pistiolis shares the power to dispose or direct the disposition of
2,826,564 shares to which this filing relates.
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Evangelos
Pistiolis has the sole power to dispose or direct the disposition of 0
shares to which this filing relates.
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As
of the date hereof, the Executive Officers may be deemed to be the
beneficial owners of 0 shares of Common Stock.
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The
Executive Officers and Directors share the power to vote or direct the
vote of 0 shares to which this filing relates.
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The
Executive Officers and Directors have the sole power to vote or direct the
vote of 0 shares to which this filing
relates.
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The
Executive Officers and Directors share the power to dispose or direct the
disposition of 0 shares to which this filing
relates.
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The
Executive Officers and Directors have the sole power to dispose or direct
the disposition of 0 shares to which this filing
relates.
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(c)
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The
trading dates, number of shares purchased and sold and price per
share
for
all transactions in the Common Stock during the past 60 days by the
Reporting Persons are set forth in Schedule A.
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(d)
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No
person other than the Reporting Persons is known to have the right to
receive, or the power to direct the receipt of, dividends from, or
proceeds from the sale of, the Shares reported in the
Schedule.
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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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Material
to be Filed as Exhibits.
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Sovereign
Holdings Inc.
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By: /s/ Annita
Hadjipaschali
Name:
Annita Hadjipaschali
Title:
President
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By: /s/ Evangelos
Pistiolis
Name:
Evangelos Pistiolis
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Sovereign
Holdings Inc.
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By: /s/ Annita
Hadjipaschali
Name:
Annita Hadjipaschali
Title:
President
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By: /s/ Evangelos
Pistiolis
Name:
Evangelos Pistiolis
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Date of
Transaction
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No. of Shares
Purchased/(Sold)
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Price per Share
($)
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September
4, 2008
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1,472,438
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$0.00*
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*
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There
was no cash consideration for this transaction. Instead, the
consideration for this transaction was the waiver by Mr. Pistiolis of the
right to receive pursuant to his employment contract with the Issuer three
years’ annual base salary in the event of a change in control (as defined
in the employment contract) of the Issuer in exchange for receiving the
securities reported herein, which are restricted shares and which will
vest in the event of such change of
control.
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