Filing Details

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 

(Amendment ____)*

 

OKEANIS ECO TANKERS CORP.

(Name of Issuer)

 

Common Shares, par value $0.001 per share

(Title of Class of Securities)

 

Y64177101

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨  Rule 13d-1(b)

 

¨  Rule 13d-1(c)

 

x Rule 13d-1(d)

 

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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	Y64177101
1.	NAMES OF REPORTING PERSONS
	Hospitality Assets Corp.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)  ¨
			(b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Marshall Islands
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	6,646,063
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	6,646,063
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,646,063
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable.		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	20.6%*
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

* Percentage calculations based on 32,194,108 common shares outstanding, which number of shares does not include any treasury shares held by the issuer.

 

 

CUSIP No	Y64177101
1.	NAMES OF REPORTING PERSONS
	Sea Shell Enterprises Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)  ¨
			(b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Liberia
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	556,500
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	556,500
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	556,500
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable.		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.7%**
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

* Percentage calculations based on 32,194,108 common shares outstanding, which number of shares does not include any treasury shares held by the issuer.

 

 

CUSIP No	Y64177101
1.	NAMES OF REPORTING PERSONS
	Themistoklis Alafouzos
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
			(a)  ¨
			(b)  ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Greece
	NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	7,202,563*
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	7,202,563*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,202,563*
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	Not Applicable.		¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	22.4%**
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

* Mr. Alafouzos may be deemed to beneficially own common shares through Hospitality Assets Corp. and Sea Shell Enterprises Limited, each an entity controlled by Mr. Alafouzos. Mr. Alafouzos disclaims beneficial ownership in the common shares reported herein except to the extent of his pecuniary interest therein. 

** Percentage calculations based on 32,194,108 common shares outstanding, which number of shares does not include any treasury shares held by the issuer. 

 

 

CUSIP No		Y64177101
Item 1.	(a).	Name of Issuer:
		Okeanis Eco Tankers Corp. (the “Issuer”)

 

	(b).	Address of Issuer’s Principal Executive Offices:
		c/o OET Chartering Inc.
		Ethnarchou Makariou Ave., & 2 D. Falireos St. 185 47 N. Faliro, Greece

 

Item 2.	(a).	Name of person filing:
		Hospitality Assets Corp. (“Hospitality”) Sea Shell Enterprises Limited (“Sea Shell”) Themistoklis Alafouzos (“Mr. Alafouzos” and together with Hospitality and Sea Shell, the “Reporting Persons”)

 

	(b).	Address of principal business office, or if none, residence:
		The principal business office of each Reporting Person is: Ethnarchou Makariou Ave., & 2 D. Falireos St.
		185 47 N. Faliro, Greece

 

	(c).	Citizenship:
		Hospitality is a Marshall Islands corporation. Sea Shell is a Liberian corporation. Mr. Alafouzos is a Greek citizen.

 

	(d).	Title of class of securities:
		Common Shares, par value $0.001 per share

 

	(e).	CUSIP No.:
		Y64177101

 

Item 3.

If This Statement is filed pursuant to Rules 240.13d-1(b), or 13d-2(b), or (c), check whether the person filing is a:         Not applicable

 

(a)

¨

Broker or dealer registered under Section 15 of the Act;

 

(b)

¨

Bank as defined in Section 3(a)(6) of the Act;

 

(c)

¨

Insurance company as defined in Section 3(a)(19) of the Act;

 

(d)

¨

Investment company registered under Section 8 of the Investment Company Act of 1940;

 

(e)

¨

An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);

 

(f)

¨

An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);

 

(g)

¨

A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);

 

 

(h)

¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 

(i)

¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

 

(j)

¨

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

 

(k)

¨

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.   a) Amount beneficially owned:   Mr. Alafouzos: 7,202,563 Hospitality: 6,646,063 Sea Shell: 556,500   (b) Percent of class:   Mr. Alafouzos: 22.4% Hospitality: 20.6% Sea Shell: 1.7%   (c) Number of shares as to which the person has:   (i) Sole power to vote or to direct the vote.   Mr. Alafouzos: 0 Hospitality: 0 Sea Shell: 0   (ii) Shared power to vote or to direct the vote.   Mr. Alafouzos: 7,202,563 Hospitality: 6,646,063 Sea Shell: 556,500   (iii) Sole power to dispose or to direct the disposition of.   Mr. Alafouzos: 0 Hospitality: 0 Sea Shell: 0   (iv) Shared power to dispose or to direct the disposition of.   Mr. Alafouzos: 7,202,563 Hospitality: 6,646,063 Sea Shell: 556,500   Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5.

Ownership of 5 Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

Not applicable

 

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

 

	If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
	Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

	If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	Not applicable

Item 8.

Identification and Classification of Members of the Group.

 

	If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
	Not applicable.

Item 9.

Notice of Dissolution of Group.

 

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
	Not applicable

Item 10.

Certifications.

 

Not applicable

 

 

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.

 

	January 2, 2024
	Date
	/s/ Themistoklis Alafouzos
	Themistoklis Alafouzos
	HOSPITALITY ASSETS CORP.
	By:  /s/ Antonios Kyrou
	Name: Antonios Kyrou
	Title: Secretary
	Sea Shell Enterprises Limited
	By:  /s/ Alexandros Giannoulas
	Name: Alexandros Giannoulas
	Title: Secretary/Treasurer

 

* Each Reporting Person disclaims beneficial ownership in the Issuer’s Common Shares, par value $0.001 per share, reported herein except to the extent of their pecuniary interest therein.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

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 for whom copies are to be sent.

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). 

 

 

Exhibit A

 

AGREEMENT

 

The undersigned hereby consent to the filing by any of them of a Statement on Schedule 13G and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of OKEANIS ECO TANKERS CORP. and affirm that this Schedule 13G is being filed on behalf of each of the undersigned.

 

	January 2, 2024
	Date
	/s/ Themistoklis Alafouzos
	Themistoklis Alafouzos
	HOSPITALITY ASSETS CORP.
	By:  /s/ Antonios Kyrou
	Name: Antonios Kyrou
	Title: Secretary
	Sea Shell Enterprises Limited
	By:  /s/ Alexandros Giannoulas
	Name: Alexandros Giannoulas
	Title: Secretary/Treasurer