UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
SEANERGY MARITIME HOLDINGS CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
Y 73760129
(CUSIP Number)
Alastair Macdonald
Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Tel:  (441) 295-5913
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 12, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1 (f) or Rule 13d-1(g), check the following box. [   ]   Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

Schedule 13D				Page 2 of 8
CUSIP No.	Y 73760129

1.	Names of Reporting Persons
	Jelco Delta Holding Corp.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)												[_]
	(b)												[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)							WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)												[_]
6.	Citizenship or Place of Organization						Marshall Islands
	7.	Sole Voting Power				0
Number of Shares Beneficially Owned by Each Reporting Person With
	8.	Shared Voting Power				51,662,722(1)
	9.	Sole Dispositive Power				0
	10.	Shared Dispositive Power				51,662,722(1)
11.	Aggregate Amount Beneficially Owned By Each Reporting Person										51,662,722(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)												[_]
13.	Percent of Class Represented by Amount in Row (11)										75.1%
14.	Type of Reporting Person (See Instructions)
	CO

(1)	Includes 22,222,222 shares of Common Stock which Jelco Delta Holding Corp. may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015, issued by the Company to Jelco Delta Holding Corp.  See Item 6.

Schedule 13D				Page 3 of 8
CUSIP No.	Y 73760129

1.	Names of Reporting Persons
	Comet Shipholding Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)												[_]
	(b)												[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)							WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)												[_]
6.	Citizenship or Place of Organization						Marshall Islands
	7.	Sole Voting Power				0
Number of Shares Beneficially Owned by Each Reporting Person With
	8.	Shared Voting Power				4,267,173
	9.	Sole Dispositive Power				0
	10.	Shared Dispositive Power				4,267,173
11.	Aggregate Amount Beneficially Owned By Each Reporting Person										4,267,173
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)												[_]
13.	Percent of Class Represented by Amount in Row (11)										9.2%
14.	Type of Reporting Person (See Instructions)
	CO

Schedule 13D				Page 4 of 8
CUSIP No.	Y 73760129

1.	Names of Reporting Persons
	Claudia Restis
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)												[_]
	(b)												[X]
3.	SEC Use Only
4.	Source of Funds (See Instructions)							OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)												[_]
6.	Citizenship or Place of Organization						Italy
	7.	Sole Voting Power				0
Number of Shares Beneficially Owned by Each Reporting Person With
	8.	Shared Voting Power				60,201,288(1)(2)
	9.	Sole Dispositive Power				0
	10.	Shared Dispositive Power				55,929,895(2)
11.	Aggregate Amount Beneficially Owned By Each Reporting Person										60,201,288
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)												[_]
13.	Percent of Class Represented by Amount in Row (11)										87.5%
14.	Type of Reporting Person (See Instructions)
	IN

(1)	Includes 4,271,393 shares of Common Stock which Claudia Restis may be deemed to beneficially own by virtue of a proxy granted to Claudia Restis by Plaza Shipholding Corp., pursuant to which Claudia Restis may be deemed to share the power to vote such shares of Common Stock.  See Item 6.
(2)	Includes 22,222,222 shares of Common Stock which Jelco Delta Holding Corp. may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015,  issued by the Company to Jelco Delta Holding Corp.  See Item 6.

Schedule 13D				Page 5 of 8
CUSIP No.	Y 73760129

Name	Address	Jurisdiction of Incorporation or Place of Citizenship	Principal Business
Jelco Delta Holding Corp.	c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald	Marshall Islands	Investments
Comet Shipholding Inc.	c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald	Marshall Islands	Investments
Claudia Restis (1)	c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald	Italy	Business and Philanthropy

Schedule 13D				Page 6 of 8
CUSIP No.	Y 73760129

Name	Percentage of Shares  Beneficially Owned	Voting		Dispositive
		Sole	Shared	Sole	Shared
Jelco Delta Holding Corp.	75.1%	0	51,662,722(2)	0	51,662,722(2)
Comet Shipholding Inc.	9.2%	0	4,267,173	0	4,267,173
Claudia Restis	87.5%	0	60,201,288(1)(2)	0	55,929,895(2)

(1)	Includes 4,271,393 shares of Common Stock which Claudia Restis may be deemed to beneficially own by virtue of a proxy granted to Claudia Restis by Plaza Shipholding Corp., pursuant to which Claudia Restis may be deemed to share the power to vote such shares of Common Stock.  See Item 6.
(2)	Includes 22,222,222 shares of Common Stock which Jelco Delta Holding Corp. may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015, issued by the Company to Jelco Delta Holding Corp.  See Item 6.

Schedule 13D				Page 7 of 8
CUSIP No.	Y 73760129

Exhibit A	Joint Filing Agreement among Jelco Delta Holding Corp., Comet Shipholding Inc. and Claudia Restis.*
Exhibit B	Convertible Promissory Note, dated March 12, 2015.
Exhibit C	Share Purchase Agreement, dated March 12, 2015, by and among Seanergy Maritime Holdings Corp. and Jelco Delta Holding Corp.
Exhibit D	Registration Rights Agreement, dated March 12, 2015, by and among Seanergy Maritime Holdings Corp. and Jelco Delta Holding Corp.
Exhibit E	Proxy by Plaza Shipholding Corp.

JELCO DELTA HOLDING CORP.
By:	/s/ Alastair Macdonald
Name:	Alastair Macdonald
Title:	President
COMET SHIPHOLDING INC.
By:	/s/ Alastair Macdonald
Name:	Alastair Macdonald
Title:	President
/s/ Claudia Restis
Claudia Restis

Exhibit B

NEITHER THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE MAKER RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE MAKER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

_____________

CONVERTIBLE PROMISSORY NOTE

Seanergy Maritime Holdings Corp. a corporation organized under the laws of the Republic of the Marshall Islands (the " Maker"), the executive office of which is located at 1-3, Patriarchou Grigoriou Str., 16674 Glyfada, Athens Greece, for value received hereby promises to pay to the investor set forth in Schedule 1 attached hereto, or its respective registered assigns (the "Holder"), the sum set forth opposite such Holder's name on Schedule 1 attached hereto and all accrued and unpaid interest, as set forth below. Except as otherwise set forth herein, payment for all amounts due hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

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the Maker will mail to the holder of this Note at least five (5) business days prior to the earliest date specified therein, a notice specifying:

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If to the Maker:

    Seanergy Maritime Holdings Corp.

1-3, Patriarchou Grigoriou Str.

16674 Glyfada, Athens Greece

Facsimile: +30 210 9638450

Attention: Chief Executive Officer

If to Holder:

Jelco Delta Holding Corp.

Western Isles

Jardine House, 4th Floor,

33-35 Reid Street

P.O. Box HM 1431

Hamilton HM FX, Bermuda

Facsimile: Fax: 441 296-0329

Attention: Alastair Macdonald

 

Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered.

 

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IN WITNESS WHEREOF, the Maker has caused this Note to be issued this 12 day of March, 2015.

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NOTICE OF CONVERSION

(To Be Signed Only Upon Conversion of Note)

TO ___________

The undersigned, the holder of the foregoing Note, hereby surrenders such Note for conversion into shares of Common Stock of Seanergy Maritime Holdings Corp. to the extent of $__________________  of the unpaid principal amount of such Note, and requests that the certificates for such shares be issued in the name of, and delivered to ____________________, whose address is _______________________________________________________________.

Dated: _____________________

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SCHEDULE 1

10

SHARE PURCHASE AGREEMENT


by and among


SEANERGY MARITIME HOLDINGS CORP.

as Seller

and

JELCO DELTA HOLDING CORP.

as Purchaser

Dated as of March 12, 2015

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THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of March 12, 2015, by and among SEANERGY MARITIME HOLDINGS CORP., a corporation organized under the laws of the Republic of the Marshall Islands (the "Company"), and Jelco Delta Holding Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the "Purchaser").

WHEREAS, the Purchaser is related to a certain Company's principal shareholder.

WHEREAS, the Company desires to raise additional equity capital through the issuance and sale of 25,000,500 of the Company's common shares, par value $0.0001 per share (the "Shares"), at the price of U.S.$0.18 per share, to the Purchaser or any of the Purchaser' nominated parties (the "Nominated Party(ies)"), and the Purchaser (or the Nominated Party as the case may be) desire to buy the Shares, subject to the terms and conditions set forth in this Agreement.

WHEREAS, the Purchaser may nominate a Nominated Party, in which case the Purchaser will send to the Company a letter of nomination in the form attached hereto as Schedule A latest five (5) days prior to the Closing Date, which shall be promptly acknowledged by the Company.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

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ARTICLE II
CONDITIONS TO CLOSING

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ARTICLE III
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY

The Company hereby represents and warrants to, and agrees with, the Purchaser, as of the date hereof and as of the Closing Date, as follows:

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ARTICLE IV
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PURCHASER

The Purchaser hereby represents and warrants to, and agrees with, the Company, as of the date hereof and as of the Closing Date, as follows:

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ARTICLE V
OTHER AGREEMENTS

The Purchaser hereby acknowledges and agrees that the share certificates representing the Shares will bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

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ARTICLE VI
MISCELLANEOUS

If to the Company:

1-3 Patriarchou Grigoriou Street

16674 Glyfada
Athens, Greece
Attention:  Chief Executive Officer
Facsimile:  +30 210 963-8450

With a copy (which shall not constitute notice) to:

Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
Attention:  Gary J. Wolfe
Facsimile: +1 212 480-8421

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If to Jelco Delta Holding Corp.:

c/o Western Isles

Jardine House, 4th Floor,

33-35 Reid Street

P.O. Box HM 1431

Hamilton HM FX, Bermuda

Facsimile: Fax: 441 296-0329

Attention: Alastair Macdonald

Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section 6.01.

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[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Purchaser have caused this Agreement to be duly executed as of the date first above written.

SEANERGY MARITIME HOLDINGS CORP.

By:  /s/Stamatis Tsantanis

       Name: Stamatis Tsantanis

       Title: Chairman & Chief Executive Officer

JELCO DELTA HOLDING CORP.

By:  /s/Alastair Macdonald

       Name: Alastair Macdonald

       Title:  Director

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Schedule A

FORM OF LETTER OF NOMINATION

(the "Company")

    Date:   [     ], 2015

Dear Sirs,

Share Purchase Agreement dated March 12, 2015 (the "Agreement ")

With reference to the Agreement entered into amongst (1) Jelco Delta Holding Corp., as purchaser (the "Purchaser") and (2) the Company, as the seller of Shares (as defined in the Agreement), the Purchaser hereby nominates [             ], as its Nominated Party for the purpose of issuing such number of the Shares allocable in the manner set forth on Schedule B of the Agreement in the name of such Purchaser' Nominated Party subject to the provisions set out in the Agreement.

Yours faithfully,

For and on behalf of

Jelco Delta Holding Corp.

Name:_______________________________

Title:

Acknowledged by:

For and on behalf of

Seanergy Maritime Holdings Corp.

as purchaser

Name:_______________________________

Title:

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SHARE AND PURCHASE PRICE ALLOCATION

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FORM OF JOINDER TO SHARE PURCHASE AGREEMENT

The undersigned, [                ], as the Nominated Party of Jelco Delta Holding Corp., hereby agrees to be bound by the terms of that certain Share Purchase Agreement dated March 12, 2015 by and among Seanergy Maritime Holdings Corp. and Jelco Delta Holding Corp. (the "Agreement") in every way as if it was a party to the Agreement and hereby join in the execution of the Agreement and authorize this signature page to be attached thereto. Each of the representations, warranties and agreements contained in the Agreement are hereby made by the undersigned as if made at the date of the Agreement with reference to the facts and circumstances existing on such date.

Date:   [   ], 2015

[                                                              ]

By:  ____________________________

       Name:

       Title:

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Form of Registration Rights Agreement

 

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This Registration Rights Agreement (this "Agreement") is made and entered into effective as of March 12, 2015, by and among Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the "Company"), and the investor signatory hereto (the "Investor").

RECITALS

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

"Advice" shall have the meaning set forth in Section 6(b).

"Agreement" shall have the meaning set forth in the preamble above. "Availability Date" shall have the meaning set forth in Section 36).

"Business Day" means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on which banking institutions in the State of New York, London, England or Athens, Greece are authorized or required by law or other governmental action to close.

"Commission" means the U.S. Securities and Exchange Commission.

"Effectiveness Period" shall have the meaning set forth in Section 2(a).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Filing Date" means, with respect to the Registration Statement required to be filed hereunder, the 180¹¹) day following the Closing Date.

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"Holder" means the holder, from time to time of Registrable Securities.

"Indemnified Party" shall have the meaning set forth in Section 5(c).

"Indemnifying Party" shall have the meaning set forth in Section 5(c).

"Investor" shall have the meaning set forth in the preamble.

"Losses" shall have the meaning set forth in Section 5(a).

"Plan of Distribution" shall have the meaning set forth in Section 2(a).

"Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

"Prospectus" means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

"Registrable Securities" means the Shares together with any securities issued or issuable upon any exchange, stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

"Registration Statement" means each registration statement required to be filed hereunder, including the Prospectus, amendments and supplements to the registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the Registration Statement.

"Rule 415" means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

"Rule 424" means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" shall have the meaning set forth in the recitals above.

"Suspension Certificate" shall have the meaning set forth in Section 6(d).

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"Trading Market" means the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Capital Market; and, with respect to any particular date, shall mean the Trading Market on which the Common Stock is listed or quoted for trading on such date.

3.

Registration Procedures.

In connection with the Company's registration obligations hereunder, the Company shall:

 

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meaning of the Securities Act. The Company shall not le the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holder of a majority of the Registrable Securities shall reasonably object in good faith; provided, however, that any period of time which the Registration Statement is delayed due to such objection will be added to the Filing Date and the Effectiveness Date.

 

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circumstances under which they were made, not misleading (provided that such Holder of Registrable Securities agrees to keep such information confidential until it is publicly disclosed).

 

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required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and the person thereof that has voting and dispositive control over the Shares, for purposes of disclosure in the "Selling Stockholder" table in the Registration Statement.

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to such Holder or such Holder's proposed method of distribution of Registrable Securities as set forth in the section of the Registration Statement substantially similar to Annex A hereto or any changes to such section that are expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (3) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(b).

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is reasonably likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel (the Indemnified Party's counsel who first notifies the Company of such obligation) shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that

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portion of such fees and expenses applicable to such actions for which such Indemnified Party is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Holder. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

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are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. in the event of a discontinued disposition under this Section 6(b), the Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable and to provide copies of the supplemented Prospectus and/or amended Registration Statement or the Advice as soon as possible in order to enable each Holder to resume dispositions of the Registrable Securities. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

After the delivery of a Suspension Certificate by Holder of Registrable Securities, the Company may, in its discretion, require such Holder of Registrable Securities to refrain from selling or otherwise transferring or disposing of any Registrable Securities or other Company securities then held by such Holder for a specified period of time that is customary under the circumstances (not to exceed thirty (30) days). Notwithstanding the foregoing sentence, the Company shall be permitted to cause Holder of Registrable Securities to so refrain from selling or otherwise transferring or disposing of any Registrable Securities or other securities of the Company on only one occasion during each twelve (12) consecutive month period that the Registration Statement remains effective. The Company may impose stop transfer instructions to enforce any required agreement of the Holder under this Section 6(d).

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Business Day after transmission when delivered via facsimile later than 5:00 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) upon delivery when delivered personally, (iv) three (3) days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (v) one (1) Business Day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below:

If to the Company:

Seanergy Maritime Holdings Corp.
1-3 Patri.archou Grigoriou
16674 Glyfada
Athens Greece
Attention: Chief Executive Officer
Facsimile: ±30 210 96 38 402

With a copy (which shall not constitute notice) to:

Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
Attn: Gary J. Wolfe, Esq.
Facsimile: (212) 480-8421

If to the Investor, to:

To the address set forth under such Investor's name on Schedule I hereto

Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section.

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Any action or proceeding seeking to enforce any provision of, or based on any right arising out of this Agreement shall be brought against the parties hereto or thereto in the courts of the State of New York, County of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. The parties hereby expressly waive all rights to trial by jury in any suit, action or proceeding arising under this Agreement.

 

[Remainder of page intentionally left blank; Signature pages follow?

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

[Investor Signature page follows]

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The shares covered by this prospectus may be offered and sold from time to time by the selling stockholders. The term "selling stockholder" includes pledgees, donees, transferees or other successors in interest selling shares received after the date of this prospectus from each selling stockholder as a pledge, gift, partnership distribution or other sale in any privately negotiated transaction, or non-sale related transfer. The number of shares beneficially owned by a selling stockholder will decrease as and when it effects any such transfers. The plan of distribution for the selling stockholders' shares sold hereunder will otherwise remain unchanged, except that the transferees, pledgees, donees or other successors will be selling stockholders hereunder. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution.

The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling stockholders may make these sales at prices and under terms then prevailing or at prices related to the then current market price. The selling stockholders may also make sales in negotiated transactions. The selling stockholders may offer their shares from time to time pursuant to one or more of the following methods:

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·

one or more block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·

an exchange distribution in accordance with the rules of the applicable exchange;

·

public or privately negotiated transactions;

·

on the New York Stock Exchange, American Stock Exchange, NASDAQ Global Market or NASDAQ Capital Market (or through the facilities of any national securities exchange or U.S. inter-dealer quotation system of a registered national securities association, on which the shares are then listed, admitted to unlisted trading privileges or included for quotation);

·

through underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;

·

to cover short sales;

·

a combination of any such methods of sale; and

·

any other method permitted pursuant to applicable law.

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               In connection with distributions of the shares or otherwise, the selling stockholders may:

·

enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;

·

sell the shares short and redeliver the shares to close out such short positions;

·

enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of shares offered by this prospectus, which they may in turn resell; and

·

pledge shares to a broker-dealer or other financial institution, which, upon a default, they may in turn resell.

In addition to the foregoing methods, the selling stockholders may offer their shares from time to time in transactions involving principals or brokers not otherwise contemplated above, in a combination of such methods or described above or any other lawful methods. The selling stockholders may also transfer, donate or assign their shares to lenders, family members and others and each of such persons will be deemed to be a selling stockholder for purposes of this prospectus. The selling stockholders or their successors in interest may from time to time pledge or grant a security interest in some or all of the shares of common stock, and if the selling stockholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from to time under this prospectus; provided however in the event of a pledge or then default on a secured obligation by the selling stockholder, in order for the shares to be sold under this registration statement, unless permitted by law, we must distribute a prospectus supplement and/or amendment to this registration statement amending the list of selling stockholders to include the pledgee, secured party or other successors in interest of the selling stockholder under this prospectus.

The selling stockholders may also sell their shares pursuant to Rule 144 under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information concerning the issuer, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding certain limitations in certain circumstances.

Sales through brokers may be made by any method of trading authorized by any stock exchange or market on which the shares may be listed or quoted, including block trading in negotiated transactions. Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the shares covered by this prospectus, either as agents for others or as principals for their own accounts, and reselling such shares pursuant to this prospectus. The selling stockholders may effect such transactions directly, or indirectly through underwriters, broker-dealers or agents acting on their behalf. In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders, in amounts to be negotiated immediately prior to the sale (which compensation as to a particular broker-dealer might be in excess of customary commissions for routine market transactions).

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In offering the shares covered by this prospectus, the selling stockholders, and any broker-dealers and any other participating broker-dealers who execute sales for the selling stockholders, may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. Any profits realized by the selling stockholders and the compensation of such broker-dealers may be deemed to be underwriting discounts and commissions.

The Company is required to pay all fees and expenses incident to the registration of the shares other than broker fees and commissions.

The Company has agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

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The Investor

 

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Exhibit E

 

SHAREHOLDER'S PROXY

KNOW ALL MEN BY THESE PRESENTS, that Plaza Shipholding Corp. (^"Plaza"), being the holder of 4,271,393 shares of Seanergy Maritime Holdings Corp. ("Seanergy"), a corporation incorporated in the Republic of the Marshall Islands (the "Corporation"), hereby constitutes and appoints Claudia Restis (the "Proxy Holder") as its Proxy, Attorney and Agent to attend any Meeting of the Shareholders of the Corporation, whether in person or by proxy, with full power to vote and act for and in the undersigned's name, place and stead, in the same manner, to the same extent and with the same effect that the undersigned might do if present thereat, and consents to the actions of such Proxy, Attorney and Agent with respect to any and all business which may come before any Meeting of Shareholders of the Corporation or which the shareholders present or their Proxies, Attorneys or Agent may deem necessary or advisable to consider and pass upon, giving the Proxy Holder full power of substitution and revocation, hereby ratifying and confirming all the said Proxy, Attorney, Agent or substitute may do in the undersigned's name, place and stead.

IN WITNESS WHEREOF, the undersigned has executed this Proxy this 2^nd day of February, 2015.

 

	Plaza Shipholding Corp.
	By:	/s/Katia Restis
	Name:	Katia Restis (Ketty)
	Title:	President