SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.__)
FreeSeas Inc.
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
Y26496102
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(CUSIP Number)
Konstantinos Koutsoubelis
11 Poseidonos Avenue
Athens 167 77
Greece
+30 210 8910 170
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 5, 2007
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(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 [_].
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 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 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. Y26496102
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FS Holdings Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(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
Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
2,108,782
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,108,782
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,108,782
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.6%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. Y26496102
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1 Security and Issuer
Title of Class of Securities
Common Stock $0.001 par value (the "Shares")
Name and Address of Issuer
FreeSeas Inc. (the "Issuer")
93 Akti Miaouli
Piraeus J3 18233
Athens
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Item 2. Identity and Background.
This Schedule 13D is being filed by FS Holdings Limited (the "Reporting
Person"), a Marshall Islands corporation, with respect to the Common Stock of
the Issuer. The board of directors and executive officers of the Reporting
Person consists of Bella Restis, Victor Restis, Katia Restis and Claudia Restis
(collectively, the "Directors").
The business address of the Reporting Person is Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH9690. The principal
business address of the Directors is 11 Poseidonos Avenue, Athens 167 77,
Greece.
The principal business of the Reporting Person is to invest in securities.
Neither the Reporting Person, nor any of its officers or directors has,
during the last five years: (i) been convicted in any criminal proceeding; or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction that resulted in 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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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Reporting Person may be deemed to beneficially
own 2,108,782 Shares.
The total cost for the Shares the Reporting Person may be deemed to
beneficially own is $6,891,500.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
The Reporting Person has acquired its Shares of the Issuer for investment.
The Reporting Person evaluates its investment in the Shares on a continual
basis. The Reporting Person has no plans or proposals as of the date of this
filing which, other than as expressly set forth below, relate to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Person reserves the right to be in contact with members of
the Issuer's management, the members of the Issuer's board of directors, other
significant shareholders and others regarding alternatives that the Issuer could
employ to increase shareholder value.
The Reporting Person reserves the right to effect transactions that would
change the number of Shares they may be deemed to beneficially own.
The Reporting Person further reserves the right to act in concert with any
other shareholders of the Issuer, or other persons, for a common purpose should
it determine to do so, and/or to recommend courses of action to the Issuer's
management, the Issuer's board of directors, the Issuer's shareholders and
others.
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Item 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Person is deemed to be the beneficial
owner of 2,108,782 shares of Common Stock of the Issuer. The Reporting Person
has the sole power to vote or direct the vote of 2,108,782 Shares; has the
shared power to vote or direct the vote of 0 Shares; has sole power to dispose
or direct the disposition of 2,108,782 Shares; and has shared power to dispose
or direct the disposition of 0 Shares. Based on a Form 20-F filed by the Issuer
on June 29, 2006, there was a total of 6,282,600 Shares outstanding. Therefore,
the Reporting Person is deemed to beneficially own 33.6% of the outstanding
Shares.
The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares in the past 60 days by the Reporting Person
are set forth in Exhibit B. The reported transaction was a privately negotiated
transaction exempt from the registration requirements of the Securities Act of
1933, as amended.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Schedule of Transactions in Shares of the Issuer
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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.
FS HOLDINGS LIMITED
/s/ Katia Restis
By: --------------------
Director
DATE: January 16, 2007
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
SCHEDULE OF TRANSACTIONS
Date of Number of Shares Price per Share
Transaction Purchased/(Sold)
1/5/07 2,108,782 3.27
SK 02391 0006 737832