UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

TOP SHIPS INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

Y8897Y156
(CUSIP Number)

George Economou
G.C. Economou & Associates
11 Kanari Street
106 71 Athens, Greece
011 (30) 210 364 0030
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

August 9, 2016
(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-1(e), 240.13d‑1(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 Rule 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.
Y8897Y156
    

1.
NAME OF REPORTING PERSONS
 
  
 
Family Trading 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 PROCEEDINGS 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
 
1,355,816 (1)
  

9.
SOLE DISPOSITIVE POWER
 
0
  

10.
SHARED DISPOSITIVE POWER
 
1,355,816 (1)
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,355,816
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.9% (2)
  

14.
TYPE OF REPORTING PERSON
 
CO
  

(1) Represents 1,355,816 Common Shares (defined below) currently held by Family Trading Inc.
(2)  See Item 5(a).

CUSIP No.
Y8897Y156
    

1.
NAME OF REPORTING PERSONS
 
Sovereign Holdings 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 PROCEEDINGS 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
  
     
 
492,048 (1)
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
492,048 (1)
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
492,048
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
11.2% (2)
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

(1) Represents 492,048 Common Shares currently held by Sovereign Holdings Inc.
(2) See Item 5(a).

CUSIP No.
Y8897Y156
    

1.
NAME OF REPORTING PERSONS
 
Epsilon Holdings 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 PROCEEDINGS 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
  
     
 
221,687 (1)
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
221,687 (1)
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
221,687
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
5.1% (2)
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

(1) Represents 221,687 Common Shares currently held by Epsilon Holdings Inc.
(2) See Item 5(a).

CUSIP No.
Y8897Y156
    

1.
NAME OF REPORTING PERSONS
 
Oscar Shipholding Ltd
  

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 PROCEEDINGS 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
  
     
 
157,000 (1)
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
157,000 (1)
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
157,000
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
3.6% (2)
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

(1) Represents 157,000 Common Shares currently held by Oscar Shipholding Ltd.
(2) See Item 5(a).

CUSIP No.
Y8897Y156
    

1.
NAME OF REPORTING PERSONS
 
Race Navigation 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 PROCEEDINGS 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
  
     
 
250,000 (1)
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
250,000 (1)
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
250,000
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
5.7% (2)
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

(1) Represents 250,000 Common Shares currently held by Race Navigation Inc.
(2) See Item 5(a).

CUSIP No.
Y8897Y156
    

1.
NAME OF REPORTING PERSONS
 
Tankers Family 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 PROCEEDINGS 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
  
     
 
183,000 (1)
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
183,000 (1)
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
183,000
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
4.2%
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

(1) Represents 183,000 Common Shares currently held by Tankers Family Inc.
(2) See Item 5(a).

CUSIP No.
Y8897Y156
    

1.
NAME OF REPORTING PERSONS
 
The Lax Trust
  

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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
[_]
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
New Zealand
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
     

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
2,659,551 (1)
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
2,659,551 (1)
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
2,659,551
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
60.6% (2)
  

14.
TYPE OF REPORTING PERSON
 
OO
  

(1) The Lax Trust is an irrevocable trust established for the benefit of certain family members of Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Issuer.  The Lax Trust may be deemed to own all of the outstanding shares of Family Trading Inc., Sovereign Holdings Inc., Epsilon Holdings Inc., Oscar Shipholding Ltd, Race Navigation Inc., and Tankers Family Inc., each a Marshall Islands corporation.
(2) See Item 5(a).

This Amendment No. 13 to Schedule 13D (this "Amendment No. 13") amends and supplements the Schedule 13D/A (the "Schedule 13D/A") filed with the U.S. Securities and Exchange Commission (the "Commission") on behalf of Family Trading Inc. ("Family Trading"), Sovereign Holdings Inc. ("Sovereign"), Epsilon Holdings Inc. ("Epsilon"), Oscar Shipholding Ltd ("Oscar"), Race Navigation Inc. ("Race Navigation"), Tankers Family Inc. ("Tankers Family"), and the Lax Trust (the "Trust", and collectively, the "Reporting Persons") on January 21, 2016. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D/A filed with the Commission on January 21, 2016.
This Amendment No. 13 is being filed as a result of an increase in the number of outstanding Common Shares, par value $0.01 per share (the "Common Shares") of Top Ships Inc., a corporation incorporated in the Marshall Islands (the "Issuer") following the issuances of Common Shares in connection with exercises of the Issuer's outstanding warrants. As of August 24, 2016, the Issuer has issued an aggregate of 885,661 Common Shares in connection with the exercises of outstanding warrants.
Item 1.
Security and Issuer
  

No material change from the Schedule 13D/A filed with the Commission on January 21, 2016.
Item 2.
Identity and Background.
  

No material change from the Schedule 13D/A filed with the Commission on January 21, 2016.
Item 3.
Source and Amount of Funds or Other Consideration.
  

Item 3 is hereby amended and supplemented to add the following:
On February 25, 2016, Sovereign, as nominee, received 68,674 restricted Common Shares pursuant to a one-off performance grant to the Issuer's President, Chief Executive Officer and Director, Evangelos J. Pistiolis.

Other than as set forth above, no material change from the Schedule 13D/A filed with the Commission on January 21, 2016.
Item 4.
Purpose of Transaction
  

Item 4 is hereby amended and supplemented to add the following:
On February 25, 2016, Sovereign, as nominee, received 68,674 restricted Common Shares pursuant to a one-off performance grant to the Issuer's President, Chief Executive Officer and Director, Evangelos J. Pistiolis.
As of August 24, 2016, the Issuer has issued an aggregate of 885,661 Common Shares in connection with the exercises of outstanding warrants.

Other than as set forth above, no material change from the Schedule 13D/A filed with the Commission on January 21, 2016.
 
Item 5.
Interest in Securities of the Issuer.
  

Item 5 is hereby amended and restated in its entirety to read as follows:
(a. and b.) According to information received from the Issuer, as of August 24, 2016, there were 4,388,042 Common Shares issued and outstanding.  Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares:
Family Trading may be deemed to beneficially own 1,355,816 Common Shares, representing approximately 30.9% of the outstanding Common Shares. Family Trading has the sole power to vote 0 Common Shares and the shared power to vote 1,355,816 Common Shares. Family Trading has the sole power to dispose of 0 Common Shares and the shared power to dispose of 1,355,816 Common Shares.
Sovereign may be deemed to beneficially own 492,048 Common Shares, representing approximately 11.2% of the outstanding Common Shares. Sovereign has the sole power to vote 0 Common Shares and the shared power to vote 492,048 Common Shares. Sovereign has the sole power to dispose of 0 Common Shares and the shared power to dispose of 492,048 Common Shares.
Epsilon may be deemed to beneficially own 221,687 Common Shares, representing approximately 5.1% of the outstanding Common Shares. Epsilon has the sole power to vote 0 Common Shares and the shared power to vote 221,687 Common Shares.  Epsilon has the sole power to dispose of 0 Common Shares and the shared power to dispose of 221,687 Common Shares.
Oscar may be deemed to beneficially own 157,000 Common Shares, representing approximately 3.6% of the outstanding Common Shares. Oscar has the sole power to vote 0 Common Shares and the shared power to vote 157,000 Common Shares. Oscar has the sole power to dispose of 0 Common Shares and the shared power to dispose of 157,000 Common Shares.
Race Navigation may be deemed to beneficially own 250,000 Common Shares, representing approximately 5.7% of the outstanding Common Shares. Race Navigation has the sole power to vote 0 Common Shares and the shared power to vote 250,000 Common Shares.  Race Navigation has the sole power to dispose of 0 Common Shares and the shared power to dispose of 250,000 Common Shares.
Tankers Family may be deemed to beneficially own 183,000 Common Shares, representing approximately 4.2% of the outstanding Common Shares. Tankers Family has the sole power to vote 0 Common Shares and the shared power to vote 183,000 Common Shares.  Tankers Family has the sole power to dispose of 0 Common Shares and the shared power to dispose of 183,000 Common Shares.
The Trust may be deemed to beneficially own 2,659,551 Common Shares, representing approximately 60.6% of the outstanding Common Shares.  The Trustee of the Trust has the sole power to vote 0 Common Shares and the shared power to vote 2,659,551 Common Shares.  The Trustee of the Trust has the sole power to dispose of 0 Common Shares and the shared power to dispose of 2,659,551 Common Shares.
To the best knowledge of the Reporting Persons, none of the other persons named in response to Item 2 have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the Common Shares that are the subject of the Schedule 13D/A and this Amendment No. 13. Voting and disposition of the Common Shares held by the Reporting Persons require the approval of the Trustee of the Trust.
(c.) Except for those transactions described herein, to the best knowledge of the Reporting Persons, no transactions in the Common Shares were effected by the persons enumerated in response to paragraph (a) during the past 60 days.
(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons.
(e.) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
  

To the best of the Reporting Persons' knowledge, there are no other contracts, arrangements, understandings or relationships among the persons named in Item 2 with respect to any securities of the Issuer, except as described herein and in the Schedule 13D/A filed with the Commission on January 21, 2016.
Item 7.
Material to be Filed as Exhibits.
  

Item 7 is hereby supplemented to add the following:

Exhibit A
Joint Filing Undertaking.
   

SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: August 26, 2016
 
FAMILY TRADING INC.
   
 
By:
 /s/ Dimosthenis Eleftheriadis
 
Name:
Dimosthenis Eleftheriadis
 
Title:
President/Director
     
     
 
SOVEREIGN HOLDINGS INC.
   
 
By:
/s/ Annita Hadjipaschali
 
Name:
Annita Hadjipaschali
 
Title:
President / Director
     
   
 
OSCAR SHIPHOLDING LTD
   
 
By:
/s/ Pinelopi Platsouka
 
Name:
Pinelopi Platsouka
 
Title:
Vice President / Secretary
     
     
 
EPSILON HOLDINGS INC.
   
 
By:
/s/ Dimosthenis Eleftheriadis
 
Name:
Dimosthenis Eleftheriadis
 
Title:
President/Treasurer/Director
     
     
 
RACE NAVIGATION INC.
   
 
By:
/s/ Stylianos Giamanis
 
Name:
Stylianos Giamanis
 
Title:
President/Treasurer/Director
     
 
TANKERS FAMILY INC.
   
 
By:
/s/ Dimosthenis Eleftheriadis
 
Name:
Dimosthenis Eleftheriadis
 
Title:
Vice President / Secretary
     
     
 
THE LAX TRUST
   
 
NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee
   
 
By:
/s/ Geoffrey Cone
 
Name:
Geoffrey Cone
 
Title:
Director

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EXHIBIT A
JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby executes this agreement as an exhibit to this Schedule 13D/A with respect to the shares of common stock of Top Ships Inc. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D/A, and any amendments hereto, jointly on behalf of each such party.

Dated: August 26, 2016

 
FAMILY TRADING INC.
   
 
By:
 /s/ Dimosthenis Eleftheriadis
 
Name:
Dimosthenis Eleftheriadis
 
Title:
President / Director
   
   
 
SOVEREIGN HOLDINGS INC.
   
 
By:
/s/ Annita Hadjipaschali
 
Name:
Annita Hadjipaschali
 
Title:
President / Director
     
   
 
OSCAR SHIPHOLDING LTD
   
 
By:
/s/ Pinelopi Platsouka
 
Name:
Pinelopi Platsouka
 
Title:
Vice President / Secretary
     
     
 
EPSILON HOLDINGS INC.
   
 
By:
/s/ Dimosthenis Eleftheriadis
 
Name:
Dimosthenis Eleftheriadis
 
Title:
President/Treasurer/Director
     
     
 
RACE NAVIGATION INC.
   
 
By:
/s/ Stylianos Giamanis
 
Name:
Stylianos Giamanis
 
Title:
President/Treasurer/Director
     
 
TANKERS FAMILY INC.
   
 
By:
/s/ Dimosthenis Eleftheriadis
 
Name:
Dimosthenis Eleftheriadis
 
Title:
Vice President / Secretary
     
     
 
THE LAX TRUST
   
 
NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee
   
 
By:
/s/ Geoffrey Cone
 
Name:
Geoffrey Cone
 
Title:
Director