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Name | Symbol | Market | Type |
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Tsakos Energy Navigation Ltd | NYSE:TNP-C | NYSE | Preference Share |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
(Amendment No. 14)*
TSAKOS ENERGY NAVIGATION LIMITED
(Name of Issuer)
Common Shares, par value $5.00 per share
(Title of Class of Securities)
G9108L173
(CUSIP Number)
George Saroglou
c/o Tsakos Energy Navigation Limited
367 Syngrou Avenue 175 64
P. Faliro, Athens, Greece
011 30210 940 7710
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With Copies To:
Finnbarr D. Murphy, Esq.
Goodwin Procter LLP
620 Eighth Avenue
New York, New York 10018
(212) 459-7257
April 28, 2022
(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 persons 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. G9108L173 NAME OF REPORTING PERSONS SEA CONSOLIDATION S.A. OF PANAMA CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (see
instructions) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION PANAMA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 1,435,000 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 1,435,000 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,435,000 CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.09% TYPE OF REPORTING PERSON
(see instructions) OO
CUSIP No. G9108L173 NAME OF REPORTING PERSONS INTERMED CHAMPION S.A. OF PANAMA CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (see
instructions) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION PANAMA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 813,500 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 813,500 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 813,500 CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 2.89% TYPE OF REPORTING PERSON
(see instructions) OO
CUSIP No. G9108L173 NAME OF REPORTING PERSONS METHONI SHIPPING COMPANY LIMITED CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (see
instructions) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION LIBERIA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 1,363,702 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 1,363,702 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,363,702 CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 4.84% TYPE OF REPORTING PERSON
(see instructions) OO
CUSIP No. G9108L173 NAME OF REPORTING PERSONS TSAKOS ENERGY MANAGEMENT LIMITED CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (see
instructions) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION LIBERIA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 670,000 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 670,000 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 670,000 CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 2.38% TYPE OF REPORTING PERSON
(see instructions) OO
CUSIP No. G9108L173 NAME OF REPORTING PERSONS PANAYOTIS TSAKOS CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (see
instructions) Not applicable. CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION GREECE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 3,612,202 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 3,612,202 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,612,202 CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 12.82% TYPE OF REPORTING PERSON
(see instructions) IN
CUSIP No. G9108L173 NAME OF REPORTING PERSONS NIKOLAS P. TSAKOS CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (see
instructions) Not applicable CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION GREECE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 41,600 SHARED VOTING POWER 4,282,202 SOLE DISPOSITIVE POWER 41,600 SHARED DISPOSITIVE POWER 4,282,202 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,323,802 CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☒ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 11 15.20% TYPE OF REPORTING PERSON
(see instructions) IN
THIS STATEMENT CONSTITUTES AMENDMENT NO. 14 TO THE SCHEDULE 13D PREVIOUSLY FILED Item 1 is hereby amended and restated in its entirety as follows: This Amendment No. 14 (Amendment No. 14) to Schedule 13D (originally filed on March 20, 2002, and subsequently amended on
August 30, 2005, November 16, 2005, March 29, 2006, June 30, 2006, January 12, 2007, January 13, 2009, October 14, 2011, January 31, 2012, February 27, 2014, September 15, 2014, October 22, 2014
and April 5, 2016 and April 12, 2018 (the Schedule 13D)) relates to the common shares, par value $5.00 per share (Common Shares), of Tsakos Energy Navigation Limited, an exempted company organized under the laws of
Bermuda (the Company). The principal executive office of the Company is located at 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece. Information given in response to each item below shall be deemed incorporated by reference in all
other items below. Capitalized terms used herein and not otherwise defined in this Amendment No. 14 shall have the meanings set forth in the Schedule 13D. This Amendment No. 14 is being filed by the Reporting Persons to update the percentage of Common Shares of the Company beneficially owned by the
Reporting Persons to reflect dilution in percentage ownership based on the revised total number of outstanding Common Shares, as reported by the Issuer in the Annual Report on Form 20-F filed with the
Securities and Exchange Commission on April 28, 2022. This Amendment No. 14 also updates the number of shares held by the Reporting Persons for the 1-for-5
reverse stock split effected by the Company on July 1, 2020 and the acquisitions of Common Shares described herein, and adds Tsakos Energy Management Limited as a reporting person due to its acquisition of Common Shares. All share amounts reflect the 1-for-5 reverse stock split effected by the
Company on July 1, 2020. Item 2 is hereby amended and restated in its entirety as follows: (a) This Amendment No. 14 is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) among Sea
Consolidation S.A. of Panama, a company organized under the laws of Panama (Sea Consolidation), Intermed Champion S.A. of Panama, a company organized under the laws of Panama (Intermed), Methoni Shipping Company Limited, a
company organized under the laws of Liberia (Methoni), Tsakos Energy Management Limited, a company organized under the laws of Liberia (TEM ), Panayotis Tsakos and Nikolas P. Tsakos (sometimes collectively referred to as the
Reporting Persons) which persons may be deemed, but are not conceded, to constitute a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934. (b) The principal business of Sea Consolidation, Intermed and Methoni is investing in equity securities and related investment strategies. The principal
business of TEM is providing management services to the Company. (c) The address of the principal office of Methoni is 80 Broad Street, Monrovia, Liberia.
The address of the principal office of each of Sea Consolidation and Intermed is Vives Y Associados, Campo Alegre, Beatriz M. Cabal St., Edif. Proconsa II, Piso 8, Panama. The address of the principal office of TEM is 367 Syngrou Avenue, 175 64 P.
Faliro, Athens, Greece. (d) Attached as Schedule A is the name, principal occupation (where applicable), business address and citizenship of each member,
executive officer and/or director of Sea Consolidation, Intermed, Methoni and TEM. All of the outstanding common stock of TEM is owned by Nikolas P. Tsakos. Schedule A is incorporated into and made a part of this Amendment No. 14. Panayotis Tsakos is an individual of Greek citizenship who is self employed in the shipping industry.
Nikolas P. Tsakos is an individual of Greek citizenship who is the President and Chief Executive Officer of
the Company. (e) During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). (f) During the last five years, none of the Reporting Persons nor any person listed on Schedule A
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 is hereby amended by adding the following paragraph: Between September 7, 2018 and December 17, 2021, Sea Consolidation acquired an aggregate of 195,000 Common Shares in open market purchases executed
through the New York Stock Exchange for aggregate consideration of $2,368,633.77. Between April 20, 2021 and May 11, 2021, Intermed acquired an aggregate of 267,500 Common Shares in open market purchases executed through the New York Stock
Exchange for aggregate consideration of $2,535,245.31. Between September 17, 2018 and January 28, 2022, Methoni acquired an aggregate of 353,702 Common Shares in open market purchases executed through the New York Stock Exchange for
aggregate consideration of $4,237,120.56. On February 17, 2020, Nikolas P. Tsakos acquired 800 Common Shares for aggregate consideration of $12,040 in a private sale transaction. Between July 14, 2021 and May 13, 2022, TEM acquired an
aggregate of 670,000 Common Shares in open market purchases executed through the New York Stock Exchange for aggregate consideration of $5,727,086.98. Each of Sea Consolidation, Intermed, Methoni and TEM obtained such funds for these purchases from amounts contributed to it from its respective shareholders.
Item 4 is hereby amended by adding the following paragraph: Each of Sea Consolidation, Intermed, Methoni, TEM and Nikolas P. Tsakos acquired 195,000 Common Shares, 267,500 Common Shares, 353,702 Common Shares, 670,000
Common Shares and 800 Common Shares, respectively, to increase its investment in the Company. Each of Sea Consolidation, Intermed, Methoni, TEM and Nikolas P. Tsakos is holding its Common Shares solely for investment purposes and each has no plans
or proposals with respect to any material change in the Companys 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. Each of the Reporting Persons reserve the right to change their intentions, as they deem appropriate. Depending on market conditions and other factors that
they may deem material, each of the Reporting Persons may, in privately negotiated transactions, in the open market or otherwise, purchase additional Common Shares and/or related securities, dispose of all or a portion of the Common Shares or
related securities that they now beneficially owns or may acquire hereafter, and/or enter into transactions that increase or hedge their economic exposure to the Common Shares without affecting their beneficial ownership. Item 5 is hereby amended and restated in its entirety as follows: (a) As of the date of this filing, the Reporting Persons beneficial ownership of the Common Shares is as follows:
Sea Consolidation S.A. Intermed Champion S.A. Methoni Shipping Company Limited Tsakos Energy Management Limited Panayotis Tsakos(1) Nikolas P. Tsakos(1) (1) The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within
the meaning of Section 13(d)(3) of the Exchange Act, and together with Redmont Trading Corp. (Redmont), First Tsakos Investments Inc. (First Tsakos) and Tsakos Holdings Foundation, although neither the fact of this
filing nor anything contained herein shall be deemed to be an admission that a group exists. According to Amendment No. 14 to Schedule 13D filed by Redmont, First Tsakos and the other reporting persons named therein concurrently herewith,
Redmont and First Tsakos beneficially and of record, own 738,001 and 2,425,002 Common Shares, respectively. Together, the group would be deemed to beneficially own 7,486,805 Common Shares, constituting 26.6% of the outstanding common shares of the
Company. (b) The responses of the Reporting Persons to Items (7) through (11) of the portions of pages 2 through 7 hereto which relate to Common
Shares beneficially owned are incorporated herein by reference. (c) See the response to Item 3, which is incorporated by reference herein. Each such
transaction effected on or after February 28, 2022, each of which was an open market purchase by TEM, is detailed on Schedule B hereto. (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 Shares beneficially owned by the Reporting Persons. (e) Not applicable. Not applicable. Item 7 is hereby amended by adding the following exhibit: Exhibit 1: Joint Filing Agreement, dated May 23, 2022, among Sea Consolidation S.A. of Panama, Intermed Champion S.A. of Panama, Methoni Shipping Company
Limited, Tsakos Energy Management Limited, Panayotis Tsakos and Nikolas P. Tsakos. [The remainder of this page intentionally left blank]
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: May 23, 2022 /s/ Konstantinos Zafeiras /s/ Jean-Claude Jacot /s/ Ioannis Saroglou /s/ Nikolas P. Tsakos /s/ Panayotis Tsakos Panayotis Tsakos /s/ Nikolas P. Tsakos
SCHEDULE A Sea Consolidation S.A. of Panama Vice President/ Treasurer Shipping Industry Consultant Legal Consultant Intermed Champion S.A. of Panama
Methoni Shipping Company Limited Tsakos Energy Management Limited CEO and President of Tsakos Energy
Navigation Ltd. Chief Operating Officer of Tsakos Energy Navigation Ltd. 367 Syngrou Avenue, 175 64 P. Faliro, Athens,
Greece.
SCHEDULE B Date 3/3/2022 5/9/2022 5/10/2022 5/13/2022
EXHIBIT INDEX The following is filed as an Exhibit to this Amendment No. 14: Exhibit 1: Joint Filing Agreement, dated May 23, 2022, among Sea Consolidation S.A. of Panama, Intermed Champion S.A. of Panama, Methoni Shipping Company
Limited, Tsakos Energy Management Limited, Panayotis Tsakos and Nikolas P. Tsakos.
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Item 1.
Security and Issuer
Item 2.
Identity and Background
Item 3.
Source and Amount of Funds or Other Consideration
Item 4.
Purposes of Transactions
Item 5.
Interest in Securities of the Issuer
Name
Sole Voting and
Dispositive Power
Shared Voting and
Dispositive Power
Percentage(3)
1,435,000
5.09
%
813,500
2.89
%
1,363,702
4.84
%
670,000
2.38
%
3,612,202
12.82
%
41,600
4,323,802
15.20
%
Panayotis Tsakos and Nikolas P. Tsakos share voting and dispositive control over the Common Shares held of record by Sea Consolidation, Intermed and Methoni. Nikolas P. Tsakos shares voting and dispositive control over
the Common Shares held of record by TEM.
(2)
The applicable percentage of ownership of each shareholder is based on the Companys 28,169,637 Common Shares outstanding as of April 21, 2022, as reported in the Companys filings with the SEC.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7.
Material to be Filed as Exhibits
Sea Consolidation S.A. of Panama
By:
Konstantinos Zafeiras
Secretary
Intermed Champion S.A. of Panama
By:
Jean-Claude Jacot
Vice President
Methoni Shipping Company Limited
By:
Ioannis Saroglou
President
Tsakos Energy Management Limited
By:
Nikolas P. Tsakos
President
Nikolas P. Tsakos
Name
Position
Principal Occupation
Business Address
Citizenship
Kyriaki Kamal
President
Public Relations Consultant
Vives Y Associados, Campo Alegre, Beatriz M. Cabal St., Edif. Proconsa II, Piso 8, Panama
Greece
Ioannis Efthymiadis
Vives Y Associados, Campo Alegre, Beatriz M. Cabal St., Edif. Proconsa II, Piso 8, Panama
Greece
Konstantinos Zafeiras
Secretary
Vives Y Associados, Campo Alegre, Beatriz M. Cabal St., Edif. Proconsa II, Piso 8, Panama
Greece
Name
Position
Principal Occupation
Business Address
Citizenship
Elvina Montanios
President
Attorney
Vives Y Associados, Campo Alegre, Beatriz M. Cabal St., Edif. Proconsa II, Piso 8, Panama
Cyprus
Jean-Claude Jacot
Vice President
Business Consultant
Vives Y Associados, Campo Alegre, Beatriz M. Cabal St., Edif. Proconsa II, Piso 8, Panama
Switzerland
Anthos Matthaiou
Secretary/Treasurer
Accountant
Vives Y Associados, Campo Alegre, Beatriz M. Cabal St., Edif. Proconsa II, Piso 8, Panama
Cyprus
Name
Position
Principal Occupation
Business Address
Citizenship
Ioannis Saroglou
President
Economist
80 Broad Street, Monrovia, Liberia
Greece
Aikaterini Tsartaklea
Secretary/Treasurer
Public Relations Consultant
80 Broad Street, Monrovia, Liberia
Greece
Name
Position
Principal Occupation
Business Address
Citizenship
Nikolas P. Tsakos
President
367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece.
Greece
Georgios Saroglou
Secretary/Treasurer
Greece
No of Shares
Price
Total Value
8,088
9.06
73,259.75
9,200
9.36
86,108.93
2,712
9.78
26,527.36
3,168
10.76
34,072.01
6,069
10.91
66,234.23
5,150
10.96
56,467.37
3,427
11.00
37,684.85
3,319
11.01
36,552.58
5,325
11.03
58,740.35
4,748
11.06
52,519.87
3,409
11.14
37,976.72
3,863
11.25
43,454.62
3,491
11.32
39,516.03
3,534
11.38
40,221.79
2,677
11.43
30,596.33
1,820
11.47
20,866.97
4,324
10.47
45,250.93
7,192
11.01
79,158.24
6,081
11.04
67,125.39
7,786
11.06
86,096.65
7,434
11.09
82,410.40
9,483
11.13
105,525.02
10,048
11.14
111,980.61
8,375
11.17
93,544.78
8,550
11.19
95,648.62
9,492
11.21
106,360.39
8,615
11.30
97,336.84
7,211
11.37
82,016.32
5,805
11.49
66,681.93
4,604
11.61
53,430.57
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