UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)1
StealthGas Inc.
____________________________________________________________
(Name of Issuer)
Common Stock, par value $0.01 per share
____________________________________________________________
(Title of Class of Securities)
Y81669 10 6
_______________________________________
(CUSIP Number)
December 31, 2007
_____________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
______________o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)
1The 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 in 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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1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Flawless Management Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable.(a) o
(b) o3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH5
SOLE VOTING POWER
6,000,000 shares
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
6,000,000 shares
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
Not applicable.
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.9% (based on 22,284,105 shares of Common Stock issued and outstanding as of February 14, 2008)
12
TYPE OF REPORTING PERSON*
CO
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1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Harry N. Vafias
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable.(a) o
(b) o3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Greece
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH5
SOLE VOTING POWER
6,200,000 shares(1)
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
6,200,000 shares(1)
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,200,000 shares(1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
Not applicable.
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.8% (based on 22,284,105 shares of Common Stock issued and outstanding as of February 14, 2008)
12
TYPE OF REPORTING PERSON*
IN
(1) Includes (a) 6,050,000 shares of Common Stock and (b) 150,000 restricted shares, 25,000 shares of which will vest on October 1, 2008, 50,000 shares of which will vest on October 31, 2008, 25,000 shares of which will vest on October 1, 2009, 25,000 shares of which will vest on October 31, 2009 and 25,000 shares of which will vest on October 31, 2010.
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Item 1.
(a)
Name of Issuer:
StealthGas Inc. (the “Company”)
(b)
Address of Issuer’s Principal Executive Offices:
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
Item 2.
(a)
Name of Person Filing:
This statement is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) between (i) Flawless Management Inc. and (ii) Harry N. Vafias. Mr. Vafias is the sole stockholder of Flawless Management Inc.
(b)
Address of Principal Business Office or, if None, Residence:
Flawless Management Inc.
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
Harry N. Vafias
331 Kifissias Avenue
Erithrea 14561
Athens, Greece
(c)
Citizenship:
Flawless Management Inc.
Republic of the Marshall Islands
Harry N. Vafias
Greece
(d)
Title of Class of Securities:
Common Stock, par value $0.01 per share (the “Common Stock”)
(e)
CUSIP Number:
Y81669 10 6
Item 3.
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check whether the Person Filing is:
(a)
o
Broker or dealer registered under Section 15 of the Exchange Act;
(b)
o
Bank as defined in Section 3(a) (6) of the Exchange Act;
(c)
o
Insurance company as defined in Section 3(a) (19) of the Exchange Act;
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(d)
o
Investment company registered under Section 8 of the Investment Company Act;
(e)
o
An investment adviser in accordance with Rule 13-d-1(b) (1) (ii) (E);
(f)
o
An Employee benefit plan or endowment fund in accordance with Rule 13-d-1(b) (1) (ii) (F);
(g)
o
A parent holding company or control person in accordance with Rule 13-d-1(b) (1) (ii) (G);
(h)
o
A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)
o
Group, in accordance with Rule 13-d-1(b) (1) (ii) (J)
Not applicable.
Item 4.
Ownership.
(a)
Amount beneficially owned:
6,200,000 shares(1) beneficially owned by Harry N. Vafias, including the 6,000,000 shares beneficially owned by Flawless Management Inc.
(b)
Percent of class:
27.8% by Harry N. Vafias (based on 22,284,105 shares of Common Stock issued and outstanding as of February 14, 2008)
26.9% by Flawless Management Inc. (based on 22,284,105 shares of Common Stock issued and outstanding as of February 14, 2008)
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote:
6,200,000 shares(1) beneficially owned by Harry N. Vafias, including the 6,000,000 shares beneficially owned by Flawless Management Inc.
(ii)
Shared power to vote or to direct the vote:
0
(iii)
Sole power to dispose or to direct the disposition of:
6,200,000 shares(1) beneficially owned by Harry N. Vafias, including the 6,000,000 shares beneficially owned by Flawless Management Inc.
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(iv)
Shared power to dispose or to direct the disposition of:
0
(1) Includes (a) 6,050,000 shares of Common Stock and (b) 150,000 restricted shares, 25,000 shares of which will vest on October 1, 2008, 50,000 shares of which will vest on October 31, 2008, 25,000 shares of which will vest on October 1, 2009, 25,000 shares of which will vest on October 31, 2009 and 25,000 shares of which will vest on October 31, 2010.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Not applicable.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
Not applicable.
Item 9.
Notice of Dissolution of Group.
Not applicable.
Item 10.
Certifications.
Not applicable.
[The remainder of this page intentionally left blank.]
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 14, 2008
FLAWLESS MANAGEMENT INC.
By:
/s/ Harry N. Vafias
Name: Harry N. Vafias
Title: Chief Executive Officer
/s/ Harry N. Vafias
Harry N. Vafias