| Item 1. | Security and Issuer |
This Amendment No. 2 to the Statement on Schedule 13D originally filed on February 5, 2018, as amended by Amendment No. 1 on March 27, 2020 (the “Schedule 13D”) relates to the common stock, par value $0.01 per share (“Common Stock”), of StealthGas Inc., a Marshall Islands corporation (the “Company”). The principal executive office of the Company is located at 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. Information given in response to each item below shall be deemed incorporated by reference in all other items below.
| Item 2. | Identity and Background |
(a)-(c), (f) This Schedule 13D is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation (“Flawless”), and Harry N. Vafias in his personal capacity (sometimes collectively referred to as the “Reporting Persons”). The principal business of Flawless is investing in securities. The business address of each of the Reporting Persons is c/o StealthGas Inc., 331 Kifissias Avenue, Erithrea 14561, Athens, Greece. The sole officer and director of Flawless is Harry N. Vafias who is the Director, President, Secretary and Treasurer of Flawless. Harry N. Vafias is an individual of Greek citizenship who is the Chief Executive Officer, President and Chief Financial Officer of the Company.
(d) During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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.
| Item 3. | Source and Amount of Funds or Other Consideration |
Mr. Vafias acquired (1) 234,826 shares of Common Stock in open market transactions during the period from January 15, 2021 to January 28, 2021, at prices between $2.69 and $2.747 per share, for a total purchase price of $640,723, using personal funds and (2) on May 26, 2021, 250,000 restricted shares of Common Stock and 250,000 shares of Common Stock subject to options with an exercise price of $2.99 per share and an option expiration date of May 25, 2031, which were granted to Mr. Vafias by the Company as compensatory awards. These compensatory awards are subject to time-based vesting, with 50% of the restricted shares and stock options vesting on May 26, 2022 and 50% of the restricted shares and stock options vesting on May 26, 2023.
| Item 4. | Purpose of Transaction. |
See the response to Item 3, which is incorporated by reference herein. Neither Flawless nor Mr. Harry N. Vafias has any plans or proposals with respect to any material change in the Company’s business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D.
