Star Bulk Carriers Corp.

Major Shareholding Notification • Feb 16, 2010

SC 13G/A 1 oceanwood_13gastarbulk.htm SCHEDULE 13G AMENDMENT - STAR BULK CARRIERS CORP. oceanwood_13gastarbulk.htm Licensed to: Bingham McCutchen LLP Document Created using EDGARizer 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

| UNITED
STATES SECURITIES AND EXCHANGE
COMMISSION Washington,
D.C. 20549 |
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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2) 1 /

STAR BULK CARRIERS CORP.*

(Name of Issuer)

Common Stock, par value $0. 01 per share

(Title of Class of Securities)

Y8162K105

(CUSIP Number)

| December
31, 2009 |
| --- |
| (Date
of Event which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[x] Rule 13d-1(c)

[ ] Rule 13d-1(d)

1 /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. Beneficial ownership information contained herein is given as of the date listed above.

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).

• The Reporting Persons have previously reported on Schedule 13D holdings of common stock of Star Maritime Acquisition Corp., which merged with and into the Issuer on November 30, 2007.

| 1 | Names
of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) Christopher
Gate Oceanwood
Capital Management LLP Oceanwood
Global Opportunities Master Fund |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (See
Instructions) |
| | (a) [
] |
| | (b) [
] |
| 3 | SEC
Use Only |
| 4 | Citizenship
or Place of Organization. Christopher
Gate – United Kingdom Oceanwood
Capital Management LLP – England and Wales (United Kingdom) Oceanwood
Global Opportunities Master Fund – Cayman
Islands |

| Number of
Shares Beneficially Owned
by Each Reporting Person
With |
| --- |
| 6 Shared
Voting Power Christopher
Gate – 0 shares Oceanwood
Capital Management LLP – 0 shares Oceanwood
Global Opportunities Master Fund – 0 shares Refer
to Item 4 below. |
| 7 Sole
Dispositive Power Christopher
Gate – 0 shares Oceanwood
Capital Management LLP – 0 shares Oceanwood
Global Opportunities Master Fund – 0 shares |
| 8 Shared
Dispositive Power Christopher
Gate – 0 shares Oceanwood
Capital Management LLP – 0 shares Oceanwood
Global Opportunities Master Fund – 0 shares |

| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person Christopher
Gate – 0 shares Oceanwood
Capital Management LLP – 0 shares Oceanwood
Global Opportunities Master Fund – 0 shares |
| --- | --- |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] N/A |
| 11 | Percent
of Class Represented by Amount in Row (9)* Christopher
Gate – 0.0% Oceanwood
Capital Management LLP – 0.0% Oceanwood
Global Opportunities Master Fund – 0.0% |

12 Type of Reporting Person (See Instructions) Christopher Gate – IN Oceanwood Capital Management LLP – OO (Limited Liability Partnership) Oceanwood Global Opportunities Master Fund – CO

ITEM 1.

| (a) | Name
of Issuer |
| --- | --- |
| | Star
Bulk Carriers Corp. |
| (b) | Address
of Issuer's Principal Executive Offices |
| | 7
Fragoklisias Street, 2nd floor, Maroussi 151 25, Athens,
Greece |

ITEM 2.

| (a) | Name
of Person Filing |
| --- | --- |
| | Christopher
Gate Oceanwood
Capital Management LLP Oceanwood
Global Opportunities Master Fund |
| (b) | Address
of Principal Business Office or, if none, Residence |
| | Christopher
Gate Oceanwood
Capital Management LLP Oceanwood
Global Opportunities Master Fund c/o
Oceanwood Capital Management LLP 4
Albemarle Street London,
United Kingdom W1S4GA |
| (c) | Citizenship |
| | Christopher
Gate – United Kingdom Oceanwood
Capital Management LLP – England and Wales (United Kingdom) Oceanwood
Global Opportunities Master Fund – Cayman Islands |
| (d) | Title
of Class of Securities |
| | Common
Stock, par value $0.01 per share |
| (e) | CUSIP
Number |
| | Y8162K105 |

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:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

| (b) | [
] | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
| --- | --- | --- |
| (c) | [
] | Insurance
Company as defined in Section 3(a)(19) of the Act |
| (d) | [
] | Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8). |
| (e) | [
] | An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
| (f) | [
] | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| (g) | [
] | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| (h) | [
] | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| (i) | [
] | 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) | [
] | A
non-U.S. institution in accordance with
§240.13d–1(b)(1)(ii)(J); |
| (k) | [
] | Group,
in accordance with
§240.13d–1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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 | |
| --- | --- | --- |
| | Christopher
Gate – 0 shares Oceanwood
Capital Management LLP – 0 shares Oceanwood
Global Opportunities Master Fund – 0 shares | |
| (b) | Percent
of Class | |
| | Christopher
Gate – 0.0% Oceanwood
Capital Management LLP – 0.0% Oceanwood
Global Opportunities Master Fund – 0.0% | |
| (c) | Number
of shares as to which such person has: | |
| | (i) | sole
power to vote or to direct the vote |
| | | Christopher
Gate – 0 shares Oceanwood
Capital Management LLP – 0 shares Oceanwood
Global Opportunities Master Fund – 0 shares |

| (ii) | shared
power to vote or to direct the vote |
| --- | --- |
| | Christopher
Gate – 0 shares Oceanwood
Capital Management LLP – 0 shares Oceanwood
Global Opportunities Master Fund – 0 shares |
| (iii) | sole
power to dispose or to direct the disposition of |
| | Christopher
Gate – 0 shares Oceanwood
Capital Management LLP – 0 shares Oceanwood
Global Opportunities Master Fund – 0 shares |
| (iv) | shared
power to dispose or to direct the disposition of |
| | Christopher
Gate – 0 shares Oceanwood
Capital Management LLP – 0 shares Oceanwood
Global Opportunities Master Fund – 0 shares |

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 þ .

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. Certification

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.

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.

February 16, 2010

CHRISTOPHER GATE

By: /s/Christopher Gate

Christopher Gate, individually

OCEANWOD CAPITAL MANAGEMENT LLP

By: /s/William C. Nicholas

William C. Nicholas

Chief Operating Officer

OCEANWOD GLOBAL OPPORTUNITIES MASTER FUND

By: Oceanwood Capital Management LLP,

its investment manager

By: /s/William C. Nicholas

William C. Nicholas

Chief Operating Officer

Exhibit 1.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of January 14, 2008, is by and among Christopher Gate, Oceanwood Capital Management LLP and Oceanwood Global Opportunities Master Fund (collectively, the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, par value $0.01 per share, of Star Bulk Carriers Corp., a Marshall Islands corporation, beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

CHRISTOPHER GATE

By: /s/Christopher Gate

Christopher Gate, individually

OCEANWOD CAPITAL MANAGEMENT LLP

By: /s/William C. Nicholas

William C. Nicholas

Chief Operating Officer

OCEANWOD GLOBAL OPPORTUNITIES MASTER FUND

By: Oceanwood Capital Management LLP,

its investment manager

By: /s/William C. Nicholas

William C. Nicholas

Chief Operating Officer