StealthGas Inc.

Major Shareholding Notification • Feb 14, 2023

SC 13G/A 1 d464355dsc13ga.htm SC 13G/A SC 13G/A

CUSIP No. Y81669106

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)

STEALTHGAS INC.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

Y81669106

(CUSIP Number)

December 31, 2022

(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)

☒ Rule 13d-1(c)

☐ 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 (the “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. Y81669106

1	NAMES OF REPORTING PERSONS MSD Partners, L.P.
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 3,516,652
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 3,516,652

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,516,652
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 9.2% (1)
12	TYPE OF REPORTING
PERSON* PN

(1) The percentages used herein calculated is based on 38,202,181 shares of common stock outstanding as of July 22, 2022, as reported by the Issuer in its Form 6-K filed with the SEC on August 5, 2022.

CUSIP No. Y81669106

1	NAMES OF REPORTING PERSONS MSD Credit Opportunity Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 3,516,652
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 3,516,652

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,516,652
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 9.2% (1)
12	TYPE OF REPORTING
PERSON* PN

(1) The percentages used herein calculated is based on 38,202,181 shares of common stock outstanding as of July 22, 2022, as reported by the Issuer in its Form 6-K filed with the SEC on August 5, 2022.

CUSIP No. Y81669106

Item 1(a) Name of Issuer:

The name of the issuer is StealthGas, Inc. (the “Company”).

Item 1(b) Address of Issuer’s Principal Executive Offices:

The Company’s principal executive office is located at 331 Kifissias Avenue, Erithrea 14561, Athens, Greece.

Item 2(a) Name of Person Filing:

This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”) and MSD Credit Opportunity Master Fund, L.P. (collectively, the “Reporting Persons”). MSD Credit Opportunity Master Fund, L.P. is the direct owner of the securities covered by this statement.

MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Credit Opportunity Master Fund, L.P. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Gregg R. Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities beneficially owned by MSD GP.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2023, a copy of which is filed with this filing as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Item 2(b) Address of Principal Business Office or, if none, Residence:

The address of the principal business office of MSD Partners is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.

The address of the principal business office of MSD Credit Opportunity Master Fund, L.P. is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.

CUSIP No. Y81669106

Item 2(c) Citizenship:

MSD Partners is organized as a limited partnership under the laws of the State of Delaware.

MSD Credit Opportunity Master Fund, L.P. is a limited partnership organized under the laws of the Cayman Islands.

Item 2(d) Title of Class of Securities:

Common Stock

Item 2(e) CUSIP No.:

Y81669106

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

Not Applicable.

CUSIP No. Y81669106

Item 4 Ownership:

A. MSD Partners, L.P.

(a) Amount beneficially owned: 3,516,652

(b) Percent of class: 9.2%

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 3,516,652

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 3,516,652

B. MSD Credit Opportunity Master Fund, L.P.

(a) Amount beneficially owned: 3,516,652

(b) Percent of class: 9.2%

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 3,516,652

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 3,516,652

C. MSD Partners (GP), LLC

(a) Amount beneficially owned: 3,516,652

(b) Percent of class: 9.2%

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 3,516,652

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 3,516,652

D. Gregg R. Lemkau

(a) Amount beneficially owned: 3,516,652

(b) Percent of class: 9.2%

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: -0-

(ii) Shared power to vote or direct the vote: 3,516,652

(iii) Sole power to dispose or direct the disposition: -0-

(iv) Shared power to dispose or direct the disposition: 3,516,652

CUSIP No. Y81669106

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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

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 or Control Person:

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 participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. Y81669106

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this to Schedule 13G is true, complete and correct.

Date: February 14, 2023

MSD Partners, L.P. — By:	MSD Partners (GP), LLC	MSD Credit Opportunity Master Fund, L.P. — By:	MSD Partners, L.P.
Its:	General Partner	Its:	Investment Manager
By:	/s/ Robert K. Simonds	By:	MSD Partners (GP), LLC
Name:	Robert K. Simonds	Its:	General Partner
Title:	Authorized Signatory
		By:	/s/ Robert K. Simonds
		Name:	Robert K. Simonds
		Title:	Authorized Signatory

CUSIP No. Y81669106

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Joint Filing Agreement dated February 14, 2023