UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
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SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Top Ships, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
	Y8897Y149
	(CUSIP Number)
December 31, 2016
(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)

x  Rule 13d-1(c)

¨  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. Y8897Y149

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   ALJ Capital Management, LLC 47-0920478
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   California

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   0.00%
12.	Type of Reporting Person (See Instructions)   IA

 

 

CUSIP No. Y8897Y149

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   ALJ Capital II, L.P. 20-0278654
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   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   0.0%
12.	Type of Reporting Person (See Instructions)   PN

 

 

CUSIP No. Y8897Y149

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   LJR Capital, L.P. 45-2834290
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   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   0.0%
12.	Type of Reporting Person (See Instructions)   PN

 

 

CUSIP No. Y8897Y149

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Lawrence B. Gill
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   United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   0.0%
12.	Type of Reporting Person (See Instructions)   IN, HC

 

 

CUSIP No. Y8897Y149

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Jeffrey S. Fishman
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   United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   0.0%
12.	Type of Reporting Person (See Instructions)   IN, HC

 

 

CUSIP No. Y8897Y149

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Ron D. Silverton
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   United States of America

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power   0
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power   0
	8.	Shared Dispositive Power   0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9)   0.0%
12.	Type of Reporting Person (See Instructions)   IN, HC

 

 

Item 1.

 

(a)

Name of Issuer

 

Top Ships Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

 

1 Vas. Sofias and Meg.

Alexandrou Street

151 24 Maroussi

Athens Greece

 

Item 2.

 

(a)

Name of Person Filing

 

This Schedule 13G is being filed on behalf of ALJ Capital Management, LLC, ALJ Capital II, L.P., LJR Capital, L.P., Lawrence B. Gill, Jeffrey S. Fishman and Ron D. Silverton (each, a “Reporting Person”).

 

(b)

Address of Principal Business Office or, if none, Residence

 

For each Reporting Person:

 

6300 Wilshire Boulevard, Suite 700, Los Angeles, CA 90048

 

(c)

Citizenship

 

ALJ Capital Management, LLC (“ALJ”) is a California limited liability company.

 

ALJ Capital II, L.P. and LJR Capital, L.P. are Delaware limited partnerships.

 

Mr. Gill, Mr. Fishman and Mr. Silverton (the “Principals”) are United States citizens.

 

(d)

Title of Class of Securities

 

Common Stock

 

(e)

CUSIP Number

 

Y8897Y149

 

Item 3.

If this statement is filed pursuant to §240.13d-1(b) or §§240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	x	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with §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 (15 U.S.C. 80a-3);
	(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

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.

 

For ALJ Capital II, L.P.:

 

(a)

Amount beneficially owned: 0

 

(b)

Percent of class: 0.0%

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

For LJR Capital, L.P.:

 

(a)

Amount beneficially owned: 0

 

(b)

Percent of class: 0.0%

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

For each of ALJ and the Principals:

 

(a)

Amount beneficially owned: 0

 

(b)

Percent of class: 0.0%

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 0

 

(ii)

Shared power to vote or to direct the vote: 0

 

(iii)

Sole power to dispose or to direct the disposition of: 0

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

Item 5.

Ownership of Five 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 five percent of the class of securities, check the following. x

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

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

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

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.

 

Dated: February 13, 2017

 

	ALJ CAPITAL MANAGEMENT, LLC
	/s/Lawrence B. Gill
	By:  Lawrence B. Gill
	Its: Manager
	ALJ Capital II, L.P.
	By:  ALJ Capital Partners, LLC
	Its:  General Partner
	/s/Lawrence B. Gill
	By:  Lawrence B. Gill
	Its: Manager
	LJR capital, L.P.
	By:  ALJ Capital Partners, LLC
	Its:  General Partner
	/s/Lawrence B. Gill
	By:  Lawrence B. Gill
	Its: Manager
	/s/Lawrence B. Gill
	LAWRENCE B. GILL
	/s/Jeffrey S. Fishman
	JEFFREY S. FISHMAN
	/s/Ron D. SIlverton
	RON D. SILVERTON

 

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

 

This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

 

Dated: February 13, 2017

 

	ALJ CAPITAL MANAGEMENT, LLC
	/s/Lawrence B. Gill
	By:  Lawrence B. Gill
	Its: Manager
	ALJ Capital II, L.P.
	By:  ALJ Capital Partners, LLC
	Its:  General Partner
	/s/Lawrence B. Gill
	By:  Lawrence B. Gill
	Its: Manager
	LJR capital, L.P.
	By:  ALJ Capital Partners, LLC
	Its:  General Partner
	/s/Lawrence B. Gill
	By:  Lawrence B. Gill
	Its: Manager
	/s/Lawrence B. Gill
	LAWRENCE B. GILL
	/s/Jeffrey S. Fishman
	JEFFREY S. FISHMAN
	/s/Ron D. SIlverton
	RON D. SILVERTON