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

5/8/24 4:11:15 PM ET

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Marine Transportation

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SC 13D/A 1 sc13da.htm AMENDMENT NO. 9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

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

Two Manhattan West

375 Ninth Avenue

New York, NY 10001

212-474-1000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

May 6, 2024

(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
			34,550,941

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			34,550,941

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,550,941¹

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)
	29.0%²

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

¹ As of the date hereof, Konstantinos Konstantakopoulos owns 34,550,941 shares. This number also includes (1) 303,701 shares owned by the reporting person’s spouse, (2) 14,805,542 shares owned by Kent Maritime Investments S.A., 4,197 shares owned by Costamare Shipping Company S.A. and 2,305,694 shares owned by Longshaw Maritime Investments S.A., and (3) half of the shares (3,158,338 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 119,313,624 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
			14,805,542

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			14,805,542

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,805,542³

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)
	12.4%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 14,805,542 shares of common stock of the Issuer.

⁴ The percent ownership is calculated based upon an aggregate of 119,313,624 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
			4,197

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			4,197

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,197⁵

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 4,197 shares of common stock of the Issuer.

⁶ The percent ownership is calculated based upon an aggregate of 119,313,624 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
			2,305,694

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			2,305,694

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,305,694⁷

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)
	1.9%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 2,305,694 shares of the common stock of the Issuer.

⁸ The percent ownership is calculated based upon an aggregate of 119,313,624 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
			3,158,338

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			3,158,338

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,158,338⁹

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)
	2.6%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 (3,158,338 shares) owned by Costamare Shipping Services Ltd.

¹⁰ The percent ownership is calculated based upon an aggregate of 119,313,624 outstanding shares of common stock of the Issuer.

AMENDMENT NO. 9 TO

STATEMENT ON SCHEDULE 13D

This Amendment No. 9 (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, August 11, 2022, October 13, 2022, June 26, 2023 and August 4, 2023 (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.

Konstantinos Konstantakopoulos

Konstantinos Konstantakopoulos received 134,939 shares of Common Stock on May 6, 2024 under the Issuer’s Dividend Reinvestment Program.

Kent Maritime Investments S.A.

Kent Maritime Investments S.A. received 142,974 shares of Common Stock on May 6, 2024 under the Issuer’s Dividend Reinvestment Program.

Costamare Shipping Company S.A.

Costamare Shipping Company S.A. received 41 shares of Common Stock on May 6, 2024 under the Issuer’s Dividend Reinvestment Program.

Longshaw Maritime Investments S.A.

Longshaw Maritime Investments S.A. received 22,266 shares of Common Stock on May 6, 2024 under the Issuer’s Dividend Reinvestment Program.

Costamare Shipping Services Ltd.

Costamare Shipping Services Ltd. received 149,600 shares of Common Stock on March 29, 2024 pursuant to a service agreement with the Issuer’s vessel-owning subsidiaries in exchange for services provided to them and 60,999 shares of Common Stock on May 6, 2024 under the Issuer’s Dividend Reinvestment Program.

(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

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: May 8, 2024


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/ Athanasios Beis
	Name:	Athanasios Beis

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

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