SAFE BULKERS, INC. — Major Shareholding Notification 2012

Feb 14, 2012

SC 13G/A 1 c68569_sc13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Safe Bulkers, Inc.
(Name of Issuer)
Class A Common Stock
(Title
of Class of Securities)
CUSIP No. Y7388L103
(CUSIP
Number)
December 31, 2011
(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)

• 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 the 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).

CUSIP No. Y7388L103

1	NAMES OF REPORTING PERSONS
	Vorini Holdings Inc.
	IRS Identification Nos. of Above Persons (entities only).
	Not applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	x
	(b)	o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0**
	6	SHARED VOTING POWER
		45,826,015**
	7	SOLE DISPOSITIVE POWER
		0**
	8	SHARED DISPOSITIVE POWER
		45,826,015**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	45,826,015**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	64.64%
12	TYPE OF REPORTING PERSON*
	CO

** For additional information, see Schedule A

CUSIP No. Y7388L103

1	NAMES OF REPORTING PERSONS
	Polys Hajioannou
	IRS Identification Nos. of Above Persons (entities only).
	Not applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	x
	(b)	o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Monaco
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0**
	6	SHARED VOTING POWER
		45,826,015**
	7	SOLE DISPOSITIVE POWER
		0**
	8	SHARED DISPOSITIVE POWER
		45,826,015**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	45,826,015**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	64.64%
12	TYPE OF REPORTING PERSON*
	IN

** For additional information, see Schedule A

3

CUSIP No. Y7388L103

1	NAMES OF REPORTING PERSONS
	Nicolaos Hadjioannou
	IRS Identification Nos. of Above Persons (entities only).
	Not applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)	x
	(b)	o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Monaco
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		0**
	6	SHARED VOTING POWER
		45,826,015**
	7	SOLE DISPOSITIVE POWER
		0**
	8	SHARED DISPOSITIVE POWER
		45,826,015**
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	45,826,015**
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	64.64%
12	TYPE OF REPORTING PERSON*
	IN

** For additional information, see Schedule A

4

CUSIP No. Y7388L103

Item 1.
(a)	Name of Issuer
	Safe Bulkers, Inc.
(b)	Address of Issuer’s
Principal Executive Offices
	30-32 Avenue Karamanli,
16605 Voula, Athens, Greece
Item 2.
(a)	Name of Person Filing.
	Vorini Holdings Inc.
	Polys Hajioannou
	Nicolaos Hadjioannou
(b)	Address of Principal
Business Office or, if none, Residence
	The principal business
office of each person named in Item 2(a) above is
	30-32 Avenue Karamanli,
16605 Voula, Athens, Greece
(c)	Citizenship
	Vorini Holdings Inc. is a
Marshall Islands corporation.
	Polys Hajioannou and
Nicolaos Hadjioannou are citizens of Monaco.
(d)	Title of Class of
Securities
	Class A Common Stock
(e)	CUSIP Number
	Y7388L103
Item 3. If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:

| | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | | --- | --- | --- | | (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | | (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | | (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | | (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | | (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | | (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | | (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 of 1940 (15 U.S.C. 80a-3); | | (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | | Not applicable. | | |

Item 4. Ownership.
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1.
(a)	Amount Beneficially
Owned: _________.
	See Schedule A hereto.
(b)	Percent of Class:
_________.
	See Schedule A hereto.
(c)	Number of shares as to
which such person has:
	(i)	Sole power to vote or to
direct the vote: _________.
		See Schedule A hereto.
	(ii)	Shared power to vote or to
direct the vote: _________.
		See Schedule A hereto.
	(iii)	Sole power to dispose or
to direct the disposition of: _________.
		See Schedule A hereto.
	(iv)	Shared power to dispose or
to direct the disposition of: _________.
		See Schedule A hereto.

Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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 ..

Instruction : Dissolution of a group requires a response to this item.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Not applicable.

6

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Not applicable.

Item 8. Identification and Classification of Members of the Group

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

The identity of each member of the group is disclosed on the cover pages attached hereto.

Item 9. Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Not applicable.

Item 10. Certification

| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | | --- | --- | | | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | | | Not applicable. | | (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | | | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | | | Not applicable. |

7

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.

Date: February 14, 2012

VORINI HOLDINGS INC.
by
/s/ George Papadopoulos
Name: George Papadopoulos
Title: President and
Director
/s/ Polys Hajioannou
Polys Hajioannou
/s/ Nicolaos Hadjioannou
Nicolaos Hadjioannou

8

Schedule A

	Aggregate Number of Shares of Common Stock Beneficially Owned
		Percentage Outstanding Common Stock	Number of Shares of Common Stock as to Which Reporting
Person has
			Sole Power to Dispose	Sole Power to Vote	Shared Power to Dispose	Shared Power to Vote
Reporting
Person
Vorini Holdings Inc. (1)	45,826,015	64.64%	0	0	45,826,015	45,826,015
Polys Hajioannou (2)	45,826,015	64.64%	0	0	45,826,015	45,826,015
Nicolaos Hadjioannou (2)	45,826,015	64.64%	0	0	45,826,015	45,826,015

| (1) | Vorini Holdings Inc., a Marshall Islands corporation controlled by Polys Hajioannou and Nicolaos Hadjioannou, owns 45,826,015 shares of Class A Common Stock of Safe Bulkers, Inc. | | --- | --- | | (2) | By virtue of shares owned indirectly through Vorini Holdings Inc. |