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Aegean
Marine Petroleum Network Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.01 per share
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(Title
of Class of Securities)
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Y0017S
10 2
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(CUSIP
Number)
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Peter
C. Georgiopoulos
Aegean
Marine Petroleum Network Inc.
299
Park Avenue
New
York, New York 10171
(212)
763-5637
with
a copy to
Seward
& Kissel LLP
One
Battery Park Plaza
New
York, NY 10004
Attn:
Gary J. Wolfe
(212)
574-1200
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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April
14, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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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 ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
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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.
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* 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.
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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).
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CUSIP
No.
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Y0017S
10 2
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Peter
C. Georgiopoulos
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a)
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[_]
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(b)
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[_]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
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OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
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4,235,250
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8.
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SHARED
VOTING POWER
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0
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9.
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SOLE
DISPOSITIVE POWER
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4,235,250
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10.
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SHARED
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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4,235,250
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES
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[_]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.1%
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14.
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TYPE
OF REPORTING PERSON
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IN
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CUSIP
No.
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Y0017S
10 2
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Explanatory
Note:
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This
Amendment No. 1 to Schedule 13D, which amends the Schedule 13D dated
August 30, 2007, reflects (i) the termination of a three-year lock-up
agreement, between Peter C. Georgiopoulos (the “Reporting Person”) and
Aegean Marine Petroleum Network Inc., a Marshall Islands corporation (the
“Issuer”), Bear, Stearns & Co. Inc., Johnson Rice &
Company LLC, Simmons & Company International, and Dahlman Rose &
Company LLC; (ii) a grant to Mr. Georgiopoulos of 30,000 shares of common
stock, par value $0.01 per share, of the Issuer pursuant to the Issuer’s
Amended and Restated 2006 Equity Incentive Plan and a Restricted Share
Award Agreement.
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Item
1.
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Security
and Issuer.
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This
statement relates to shares of the common stock, par value $0.01 per share
(the “Common Stock”), of Aegean Marine Petroleum Network Inc., a Marshall
Islands corporation. The Issuer’s principal executive offices are located
at 42 Hatzikyriakou Avenue, Piraeus, Athens J3 185 38,
Greece.
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Item
2.
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Identity
and Background.
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(a)
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Peter
C. Georgiopoulos.
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(b)
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The
business address of the Reporting Person is Aegean Marine Petroleum
Network Inc., 299 Park Avenue, New York, New York 10171.
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(c)
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The
Reporting Person is the Chairman of the Board and a director of the
Issuer.
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(d)
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The
Reporting Person has not, during the five years prior to the date hereof,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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(e)
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The
Reporting Person has not, during the five years prior to the date hereof,
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person 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.
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(f)
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The
Reporting Person is a citizen of the United States.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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No
cash or other consideration was paid in connection with the distribution
of Shares of Common Stock described in Item 4 below.
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Item
4.
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Purpose
of Transaction.
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The
Reporting Person was a member of AMPNInvest LLC (“AMPNInvest”), a Marshall
Islands limited liability formed, among others, for the purpose of
acquisition, ownership and ultimate disposition of securities of the
Issuer. Effective as of August 13, 2007, AMPNInvest was
dissolved and the Reporting Person received 4,205,250 shares of Common
Stock of the Issuer on August 21, 2007.
Pursuant
to a Restricted Share Award Agreement dated as of March 19, 2008 (the
“Agreement”), between the Issuer and the Reporting Person, 30,000 shares
of Common Stock of the Issuer, that are subject to certain restrictions on
transfer and risks of forfeiture and other terms and conditions specified
in the Agreement, were granted to the Reporting Person under the Issuer’s
Amended and Restated 2006 Equity Incentive Plan.
The
Reporting Person serves as Chairman of the Board and a director of the
Issuer. As a director of the Issuer, the Reporting Person may
have influence over the corporate activities of the Issuer, including
activities which may relate to items described in paragraphs (a) through
(j) of Item 4 of Schedule 13D. The Reporting Person reserves
the right to acquire or dispose of Common Stock, or to formulate other
purposes, plans or proposals regarding the Issuer or the Common Stock held
by the Reporting Person to the extent deemed advisable in light of general
investment policies, market conditions and other factors.
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Item
5.
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Interest
in Securities of the Issuer.
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(a)
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As
of the date hereof, the Reporting Person may be deemed to be the
beneficial owner of 4,235,250 shares of Common Stock, which represents
approximately 10.1% of 42,688,510 shares of Common Stock outstanding as of
April 11, 2008, as reported in the Issuer’s report on Form 6-K filed with
the Securities and Exchange Commission on April 18, 2008.
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(b)
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The
Reporting Person has sole power to vote or to direct the vote of and to
dispose of or direct the disposition of 4,235,250 shares.
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(c)
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The
Reporting Person has not effected any transaction in the Common Stock
during the sixty days preceding the filing of this Schedule
13D.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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In
connection with the Issuer’s initial public offering, the Reporting Person
entered into a three-year lock-up agreement, as amended (the “Lock-Up
Agreement”), with Bear, Stearns & Co. Inc. (“Bear Stearns”),
Johnson Rice & Company LLC, Simmons & Company International,
Dahlman Rose & Company LLC (collectively the “Underwriters”), and the
Issuer, pursuant to which the Reporting Person was restricted from
directly or indirectly offering, selling, pledging, hedging or otherwise
disposing of the Issuer’s equity securities, restricted securities or any
security that is convertible into or exercisable or exchangeable for the
Issuer’s equity securities and from engaging in certain other transactions
relating to such securities until December 8, 2009 without the prior
written consent of Bear Stearns, subject to certain exceptions for
permitted transfers, such as those in connection with certain tender
offers, mergers or consolidations and changes of
control. Pursuant to a letter dated April 14, 2008, Bear
Stearns, as representative of the Underwriters, terminated the Lock-Up
Agreement in its entirety.
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On
December 13, 2006, AMPNInvest entered into a registration rights agreement
with the Issuer (the “Registration Rights Agreement”) pursuant to which
the Reporting Person, as a transferee of AMPNInvest, has the right to make
up to three demands that the Issuer registers 4,205,250 shares of Common
Stock. In addition, the Reporting Person will have the ability
to exercise certain piggyback registration rights. The Issuer
will bear the expenses relating to such registrations.
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Except
for the Registration Rights Agreement and as otherwise described above,
there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons or between such persons
and any other person with respect to any securities of the Issuer,
including but not limited to the transfer or voting of any securities of
the Issuer, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies.
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Item
7.
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Material
to be Filed as Exhibits.
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No.
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Exhibit
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1.
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Form
of Registration Rights Agreement by and among Aegean Marine Petroleum
Network Inc., Leveret International Inc. and AMPNInvest LLC (incorporated
by reference from Exhibit 10.1 to the Issuer’s Registration Statement on
Form F-1 (Registration No. 333-129768)).
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2.
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Restricted
Share Award Agreement by and among Aegean Marine Petroleum Network Inc.
and Peter C. Georgiopoulos, dated as of March 19, 2008.
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May
16, 2008
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(Date)
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/s/
Peter C. Georgiopoulos
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(Signature)
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PETER
C. GEORGIOPOULOS
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(Name/Title)
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AEGEAN
MARINE PETROLEUM NETWORK INC.
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By:
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/s/
Spyridon Fokas
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Name:
Spyridon Fokas
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Title: General
Counsel and Corporate Secretary
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GRANTEE
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/s/
Peter Georgiopoulos
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Peter
Georgiopoulos
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