DryShips Inc (fka DRYS)

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There is a glimmer of hope...

Item 4. Purpose of Transaction



Item 4 is hereby supplemented by adding the following:



On October 9, 2019, a special meeting of the stockholders of DryShips Inc. (“Issuer”) was held at 4:00 p.m. (Greece time) at 80 Kifissias Avenue, GR 151 25, Marousi, Athens, Greece. At the special meeting, the stockholders of Issuer authorized and approved that certain agreement and plan of merger, dated as of August 18, 2019 (the “Merger Agreement”), by and among SPII, Sileo Acquisitions Inc., a corporation organized under the laws of the Republic of the Marshall Islands and wholly-owned subsidiary of SPII (“Merger Sub”), and Issuer, pursuant to which Merger Sub will be merged with and into Issuer (the “Merger”), with Issuer continuing as the surviving company and becoming a wholly owned subsidiary of SPII.



On October 11, 2019, Issuer and Merger Sub filed Articles of Merger with a Registrar of Corporations of the Republic of the Marshall Islands, which were registered by such Registrar of Corporations of the Republic of the Marshall Islands on October 11, 2019, pursuant to which the Merger became effective on October 11, 2019 (the “Effective Time”).



At the Effective Time, each common share, par value $0.01 per share, of Issuer (collectively, the “Common Shares”) issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive US$5.25 per Common Share, without interest and net of any applicable withholding taxes, except for any Common Shares that, as of immediately prior to the effective time of the Merger, were (i) held by SPII or any subsidiary of SPII or (ii) held by Issuer as treasury stock or by any of Issuer’s subsidiaries, which Common Shares were canceled, and no payment was made with respect to such Common Shares.



Upon the consummation of the Merger, Issuer became a wholly-owned subsidiary of SPII and the separate corporate existence of Merger Sub ceased. On October 11, 2019, Issuer notified NASDAQ of the completion of the Merger and requested that trading in the Common Shares be suspended and that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25, thereby commencing the process of delisting and deregistering the Common Shares. Issuer intends to suspend its reporting obligations under Section 13(a) and 15(d) of the Exchange Act and to deregister the Company Shares under Section 12(g) of the Exchange Act by filing a certification and notice on Form 15 with the SEC as soon as practicable. Issuer’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.



There are no other changes to Item 4 from the Initial Statement. Item 4. Purpose of Transaction



Item 4 is hereby supplemented by adding the following:



On October 9, 2019, a special meeting of the stockholders of DryShips Inc. (“Issuer”) was held at 4:00 p.m. (Greece time) at 80 Kifissias Avenue, GR 151 25, Marousi, Athens, Greece. At the special meeting, the stockholders of Issuer authorized and approved that certain agreement and plan of merger, dated as of August 18, 2019 (the “Merger Agreement”), by and among SPII, Sileo Acquisitions Inc., a corporation organized under the laws of the Republic of the Marshall Islands and wholly-owned subsidiary of SPII (“Merger Sub”), and Issuer, pursuant to which Merger Sub will be merged with and into Issuer (the “Merger”), with Issuer continuing as the surviving company and becoming a wholly owned subsidiary of SPII.



On October 11, 2019, Issuer and Merger Sub filed Articles of Merger with a Registrar of Corporations of the Republic of the Marshall Islands, which were registered by such Registrar of Corporations of the Republic of the Marshall Islands on October 11, 2019, pursuant to which the Merger became effective on October 11, 2019 (the “Effective Time”).



At the Effective Time, each common share, par value $0.01 per share, of Issuer (collectively, the “Common Shares”) issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive US$5.25 per Common Share, without interest and net of any applicable withholding taxes, except for any Common Shares that, as of immediately prior to the effective time of the Merger, were (i) held by SPII or any subsidiary of SPII or (ii) held by Issuer as treasury stock or by any of Issuer’s subsidiaries, which Common Shares were canceled, and no payment was made with respect to such Common Shares.



Upon the consummation of the Merger, Issuer became a wholly-owned subsidiary of SPII and the separate corporate existence of Merger Sub ceased. On October 11, 2019, Issuer notified NASDAQ of the completion of the Merger and requested that trading in the Common Shares be suspended and that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25, thereby commencing the process of delisting and deregistering the Common Shares. Issuer intends to suspend its reporting obligations under Section 13(a) and 15(d) of the Exchange Act and to deregister the Company Shares under Section 12(g) of the Exchange Act by filing a certification and notice on Form 15 with the SEC as soon as practicable. Issuer’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.



There are no other changes to Item 4 from the Initial Statement.

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