UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Top Tankers Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
Y8897Y107
(CUSIP Number)
Fati Sadeghi-Nejad, Esq.
General Counsel
QVT Financial LP
1177 Avenue of the Americas, 9th Floor, New York, NY 10036
(212) 705-8888
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 11, 2007
(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-l(e), 240.13d-l(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. Y8897Y107 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|||
| QVT Financial LP 11-3694008 |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) ¨ | ||||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Source of Funds (See Instructions) | |||
| OO | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ¨ | ||
| 6. | Citizenship or Place of Organization | |||
| Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power | |
| 0 | ||
| 8. Shared Voting Power | ||
| 1,832,493 shares of common stock | ||
| 9. Sole Dispositive Power | ||
| 0 | ||
| 10. Shared Dispositive Power | ||
| 1,832,493 shares of common stock |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 1,832,493 shares of common stock | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) | |||
| 5.65% | ||||
| 14. | Type of Reporting Person (See Instructions) | |||
| PN | ||||
Page 2 of 9
| CUSIP No. Y8897Y107 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|||
| QVT Financial GP LLC 11-3694007 |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) ¨ | ||||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Source of Funds (See Instructions) | |||
| OO | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ¨ | ||
| 6. | Citizenship or Place of Organization | |||
| Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power | |
| 0 | ||
| 8. Shared Voting Power | ||
| 1,832,493 shares of common stock | ||
| 9. Sole Dispositive Power | ||
| 0 | ||
| 10. Shared Dispositive Power | ||
| 1,832,493 shares of common stock |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| 1,832,493 shares of common stock | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | ¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11) | |||
| 5.65% | ||||
| 14. | Type of Reporting Person (See Instructions) | |||
| OO | ||||
Page 3 of 9
This Amendment No. 6, which amends and restates the Schedule 13D originally filed by QVT Financial LP, QVT Financial GP LLC, QVT Fund LP and QVT Associates GP LLC on December 26, 2006 and amended on December 29, 2006, January 29, 2007, March 14, 2007, March 27, 2007 and June 7, 2007 (the “Schedule 13D”), is being filed to is being filed to amend the cover pages and Items 2 and 5 of the Schedule 13D to reflect transactions subsequent to the filing of Amendment No. 5.
| Item 1. | Security and Issuer |
This Schedule 13D relates to common stock, $0.01 par value per share (the “Common Stock”) of Top Tankers Inc. (the “Issuer”). The Issuer’s principal executive offices are located at 1, Vassilissis Sofia Str. & Meg., Alexandrou St., 151 24 Maroussi, Greece.
| Item 2. | Identity and Background |
(a) – (c). This Schedule 13D is filed by QVT Financial LP, a Delaware limited partnership (“QVT Financial”) and its general partner, QVT Financial GP LLC, a Delaware limited liability company. The principal executive offices of QVT Financial and QVT Financial GP LLC are located at 1177 Avenue of the Americas, 9th Floor, New York, New York 10036. QVT Financial’s principal business is investment management and it acts as the investment manager for QVT Fund LP (the “Fund”), QVT Overseas Ltd., QVT Associates LP and QVT Global II L.P. QVT Financial is also the investment manager for other entities, including a separate discretionary account managed for Deutsche Bank AG (the “Separate Account”). QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund, QVT Overseas Ltd., QVT Associates LP and QVT Global II L.P. and the Separate Account.
Daniel Gold, Lars Bader, Nicholas Brumm and Tracy Fu (the “Covered Persons”) are the managing members of QVT Financial GP LLC. The business addresses and principal occupations of each of the Covered Persons are set forth in Appendix A attached hereto, which is incorporated herein by reference. The business address of each Covered Person is also the address of the principal employer of such Covered Person. Each of the Covered Persons is a citizen of the United States.
(d) and (e). During the last five years, none of QVT Financial, QVT Financial GP LLC or any of the Covered Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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 violations with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common Stock covered by this Schedule 13D were purchased by the Fund, QVT Overseas Ltd., QVT Associates LP, QVT Global II L.P. and the Separate Account between August 10, 2005 and June 6, 2007 for approximately $24.7 million. The source of funds for the purchases was cash available for investment held by the Fund, QVT Overseas Ltd., QVT Associates LP, QVT Global II L.P. and the Separate Account.
| Item 4. | Purpose of Transaction |
All of the shares of Common Stock reported herein were acquired for investment purposes. The reporting persons review on a continuing basis the investment in the Issuer. Based on such review and depending on the price and availability of the Issuer’s securities, the reporting persons may acquire, or cause to be acquired, additional securities of the Issuer or derivatives or other instruments related thereto, in the open market or otherwise, or dispose of, or cause to be disposed, such securities, derivatives or instruments, in the open market or otherwise, at any time, or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of QVT Financial, the Fund, QVT Overseas Ltd., QVT Associates LP, QVT Global II L.P. or the Separate Account, the Issuer’s business, financial condition and operating results, general market and industry conditions or other factors.
As part of the ongoing evaluation of this investment and investment alternatives, the reporting persons may consider transactions of the type described in subparagraphs (a) through (j) of Item 4 of the Instructions to Schedule 13D and, subject to applicable law, may formulate a plan with respect to such matters. In addition, from time to time, the reporting persons may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.
Page 4 of 9
| Item 5. | Interest in Securities of the Issuer |
(a) and (b). The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. QVT Financial is the investment manager for QVT Overseas Ltd., which beneficially owns 971,086 shares of Common Stock, QVT Associates LP, which beneficially owns 208,847 shares of Common Stock, and QVT Global II L.P, which beneficially owns 362,071 shares of Common Stock. QVT Financial is the investment manager for the Fund, which beneficially owns 5,278 shares of Common Stock. QVT Financial is also the investment manager for the Separate Account, which holds 285,211 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of QVT Overseas Ltd., QVT Associates LP, QVT Global II L.P., the Fund and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,832,493 shares of Common Stock, consisting of the shares owned by QVT Overseas Ltd., QVT Associates LP and QVT Global II L.P. and the Fund and the shares held in the Separate Account.
QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial. The Covered Persons, as managing members of QVT Financial GP LLC, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial.
Each of QVT Financial, QVT Financial GP LLC and the Covered Persons disclaim beneficial ownership of the shares of Common Stock owned by the Fund, QVT Overseas Ltd., QVT Associates LP and QVT Global II L.P. and the shares of Common Stock held in the Separate Account.
The percentage disclosed in item 13 of the cover page of each reporting person is calculated based upon 32,429,105 shares of Common Stock outstanding, which is the total number of shares outstanding as reported in the Issuer’s Annual Report on Form 20-F for the fiscal year ended December 31, 2006.
(c) The reported share amounts for QVT Financial and QVT Financial GP LLC reflect amounts as of June 12, 2007. The Fund, QVT Overseas Ltd., QVT Associates LP, QVT Global II L.P. and Separate Account effected the following transactions in the Common Stock since the filing of Amendment No. 5 to the Schedule 13D:
| • | On June 7, 2007, QVT Associates LP sold 18,000 shares of Common Stock, QVT Overseas Ltd. sold 48,000 shares of Common Stock, QVT Global II L.P. sold 18,000 shares of Common Stock and the Separate Account sold 12,155 shares of Common Stock in the open market at a price of $6.305 per share. |
| • | On June 7, 2007, QVT Associates LP sold 27,414 shares of Common Stock, QVT Overseas Ltd. sold 74,165 shares of Common Stock, QVT Global II L.P. sold 27,308 shares of Common Stock and the Separate Account sold 21,113 shares of Common Stock in the open market at a price of $6.35 per share. |
| • | On June 8, 2007, QVT Associates LP sold 5,000 shares of Common Stock, QVT Overseas Ltd. sold 12,500 shares of Common Stock, QVT Global II L.P. sold 5,000 shares of Common Stock and the Separate Account sold 4,000 shares of Common Stock in the open market at a price of $6.544 per share. |
| • | On June 11, 2007, QVT Associates LP sold 27,414 shares of Common Stock, QVT Overseas Ltd. sold 74,165 shares of Common Stock, QVT Global II L.P. sold 27,308 shares of Common Stock and the Separate Account sold 21,113 shares of Common Stock in the open market at a price of $6.65 per share. |
| • | On June 11, 2007, QVT Associates LP sold 142,200 shares of Common Stock in the open market at a price of $6.671 per share. |
| • | On June 12, 2007, QVT Associates LP sold 5,200 shares of Common Stock, QVT Overseas Ltd. sold 17,500 shares of Common Stock and QVT Global II L.P. sold 5,200 shares of Common Stock in the open market at a price of $6.634 per share. |
| • | On June 13, 2007, QVT Associates LP sold 5,700 shares of Common Stock, QVT Overseas Ltd. sold 14,400 shares of Common Stock, QVT Global II L.P. sold 5,700 shares of Common Stock and the Separate Account sold 3,000 shares of Common Stock in the open market at a price of $6.746 per share. |
(d) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Except as set forth below, the reporting persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer.
From time to time, the reporting persons may enter into and dispose of certain derivative transactions with one or more counterparties or, to the extent permitted by applicable laws, the reporting persons may borrow securities, including the Common Stock, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities.
Page 5 of 9
| Item 7. | Material to Be Filed as Exhibits |
Exhibit 1— Agreement regarding Joint Filing of Schedule 13D
Page 6 of 9
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: June 13, 2007
| QVT FINANCIAL LP | ||
| By | QVT Financial GP LLC, its General Partner | |
| By: | /s/ Daniel Gold | |
| Name: | Daniel Gold | |
| Title: | Managing Member | |
| By: | /s/ Nicholas Brumm | |
| Name: | Nicholas Brumm | |
| Title: | Managing Member | |
| QVT FINANCIAL GP LLC | ||
| By: | /s/ Daniel Gold | |
| Name: | Daniel Gold | |
| Title: | Managing Member | |
| By: | /s/ Nicholas Brumm | |
| Name: | Nicholas Brumm | |
| Title: | Managing Member | |
Page 7 of 9
Exhibit 1
Agreement of Joint Filing
Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: June 13, 2007
| QVT FINANCIAL LP | ||
| By | QVT Financial GP LLC, its General Partner | |
| By: | /s/ Daniel Gold | |
| Name: | Daniel Gold | |
| Title: | Managing Member | |
| By: | /s/ Nicholas Brumm | |
| Name: | Nicholas Brumm | |
| Title: | Managing Member | |
| QVT FINANCIAL GP LLC | ||
| By: | /s/ Daniel Gold | |
| Name: | Daniel Gold | |
| Title: | Managing Member | |
| By: | /s/ Nicholas Brumm | |
| Name: | Nicholas Brumm | |
| Title: | Managing Member | |
Page 8 of 9
Appendix A
Covered Persons
| Name of Covered Person |
Principal Business Address |
Principal Occupation | ||
| Daniel Gold | QVT Financial LP 1177 Avenue of the Americas, 9th Floor New York, New York 10036 |
Investment Management | ||
| Lars Bader | QVT Financial LP 1177 Avenue of the Americas, 9th Floor New York, New York 10036 |
Investment Management | ||
| Nicholas Brumm | QVT Financial LP 1177 Avenue of the Americas, 9th Floor New York, New York 10036 |
Investment Management | ||
| Tracy Fu | QVT Financial LP 1177 Avenue of the Americas, 9th Floor New York, New York 10036 |
Investment Management | ||
Page 9 of 9