SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
DryShips Inc.
-----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
-----------------------------------------------------------------------------
(Title of Class of Securities)
Y2109Q101
-----------------------------------------------------------------------------
(CUSIP Number)
George Economou
80 Kifissias Avenue
Amaroussion 15125
Athens, Greece
011 30-210-8090570
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 2008
-----------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
CUSIP No. Y2109Q101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
George Economou
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Greece
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
13,163,089*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
13,163,089*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
13,163,089*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[-]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.6%
12. TYPE OF REPORTING PERSON
IN
--------------
* Mr. Economou may be deemed to beneficially own 10,944,910 of these shares
through Elios Investments Inc., which is a wholly-owned subsidiary of the
Entrepreneurial Spirit Foundation, a Lichtenstein foundation, the beneficiaries
of which are Mr. Economou and members of his family. Mr. Economou may be deemed
to beneficially own 1,000,000 of these shares through Fabiana Services S.A., a
Marshall Islands corporation, of which Mr. Economou is the controlling person.
Mr. Economou may be deemed to beneficially own 963,667 of these shares through
Sphinx Investment Corp., a Marshall Islands corporation, of which Mr. Economou
is the controlling person. Mr. Economou may be deemed to beneficially own
254,512 of these shares through Goodwill Shipping Company Limited, a Malta
corporation, of which Mr. Economou is the controlling person.
CUSIP No. Y2109Q101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Elios Investments Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
10,944,910
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
10,944,910
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
10,944,910
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[-]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.3%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. Y2109Q101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fabiana Services S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,000,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
1,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[-]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. Y2109Q101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sphinx Investment Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
963,667
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
963,667
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
963,667
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[-]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
12. TYPE OF REPORTING PERSON
CO
CUSIP No. Y2109Q101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Goodwill Shipping Company Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Malta
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
254,512
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
254,512
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
254,512
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[-]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.50%
12. TYPE OF REPORTING PERSON
CO
CUSIP No. Y2109Q101
The purpose of this Amendment No. 2 to Schedule 13D is to report the entry into
a lock up agreement by Mr. George Economou with Cantor Fitzgerald & Co., dated
November 6, 2008, in connection with the offer and sale of up to 25 million
common shares, par value $0.01 per share, of DryShips Inc. (the "Issuer") from
time to time through Cantor Fitzgerald & Co. as agent for the sale of the common
shares.
-----------------------------------------------------------------------------
Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008.
-----------------------------------------------------------------------------
Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008.
----------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008.
-----------------------------------------------------------------------------
Item 4. Purpose of Transaction.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008.
-----------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008.
-----------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The share pledges by each of Elios Investments Inc. and Sphinx Investment Corp.
relating to the Issuer's common stock referred to in the Schedule 13D/A filed on
April 18, 2008 have been released.
On November 6, 2008, Mr. George Economou entered into a lock up agreement with
Cantor Fitzgerald & Co. in connection with the offer and sale of up to 25
million common shares, par value $0.01 per share, of the Issuer from time to
time through Cantor Fitzgerald & Co. as agent for the sale of the common shares
(the "Offering"). The lock up agreement expires on the earlier of (i) 180 days
after the date of the agreement and (ii) 90 days after the completion or
termination of the Offering.
-----------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares.
-----------------------------------------------------------------------------
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.
November 18, 2008
----------------------------------------
(Date)
ELIOS INVESTMENTS INC.*
BY: /s/ Dr. Renato Cefai
-----------------------------------
Name: Dr. Renato Cefai
Title: Sole Director
/s/ George Economou
-----------------------------------
George Economou*
FABIANA SERVICES S.A.*
BY: /s/ Andri Papadopoulou
-----------------------------------
Name: Andri Papadopoulou
Title: Sole Director
GOODWILL SHIPPING COMPANY LIMITED*
BY: MARE SERVICES LTD.
BY: /s/ Joseph Cefai
-----------------------------------
Name: Joseph Cefai
Title: Director
SPHINX INVESTMENT CORP.*
BY: MARE SERVICES LTD.
BY: /s/ Joseph Cefai
-----------------------------------
Name: Joseph Cefai
Title: Director
* The Reporting Persons disclaim beneficial ownership except to the extent of
their pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated November 18, 2008 relating to
the common stock of DryShips Inc. shall be filed on behalf of the undersigned.
ELIOS INVESTMENTS INC.
BY: /s/ Dr. Renato Cefai
---------------------------
Name: Dr. Renato Cefai
Title: Sole Director
/s/ George Economou
---------------------------
George Economou
FABIANA SERVICES S.A.*
BY: /s/ Andri Papadopoulou
---------------------------
Name: Andri Papadopoulou
Title: Sole Director
GOODWILL SHIPPING COMPANY LIMITED*
BY: MARE SERVICES LTD.
BY: /s/ Joseph Cefai
---------------------------
Name: Joseph Cefai
Title: Director
SPHINX INVESTMENT CORP.*
BY: MARE SERVICES LTD.
BY: /s/ Joseph Cefai
---------------------------
Name: Joseph Cefai
Title: Director
November 18, 2008
Exhibit B
Transactions in the Shares
--------------------------
Number of Shares
Date of Transaction Purchase/(SOLD) Price of Shares
N/A
SK 23113 0002 874283 v9