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SCHEDULE 13D/A 0001193125-22-157593 0001207907 XXXXXXXX LIVE 15 Common Shares, par value $5.00 per share 11/27/2024 false 0001166663 G9108L173 TSAKOS ENERGY NAVIGATION LIMITED 367 SYNGROU AVENUE Athens J3 175 64 George Saroglou 011 30210 940 7710 c/o Tsakos Energy Navigation Limited 367 Syngrou Avenue Athens J3 175 64 Finnbarr D. Murphy, Esq. (212) 459-7257 Goodwin Procter LLP 620 Eighth Avenue New York NY 10018 0001207907 N SEA CONSOLIDATION S.A. OF PANAMA b OO N R1 1550000 0 1550000 0 1550000 Y 5.1 OO Y INTERMED CHAMPION S.A. OF PANAMA b OO N R1 893500 0 893500 0 893500 Y 3.0 OO Y METHONI SHIPPING COMPANY LIMITED b OO N N0 1423702 0 1423702 0 1423702 Y 4.7 OO Y TSAKOS ENERGY MANAGEMENT LIMITED b OO N N0 1075000 0 1075000 0 1075000 Y 3.6 OO 0001025886 N PANAYOTIS TSAKOS b N J3 0 3867202 0 3867202 3867202 Y 12.8 IN 0001229508 N NIKOLAS P. TSAKOS b N J3 81600 4942202 81600 4942202 5023802 Y 16.7 IN Common Shares, par value $5.00 per share TSAKOS ENERGY NAVIGATION LIMITED 367 SYNGROU AVENUE Athens J3 175 64 This Amendment No. 15 ("Amendment No. 15") to Schedule 13D (originally filed on March 20, 2002, and subsequently amended on August 30, 2005, November 16, 2005, March 29, 2006, June 30, 2006, January 12, 2007, January 13, 2009, October 14, 2011, January 31, 2012, February 27, 2014, September 15, 2014, October 22, 2014 and April 5, 2016, April 12, 2018, and May 23, 2022 (the "Schedule 13D")) relates to the common shares, par value $5.00 per share ("Common Shares"), of Tsakos Energy Navigation Limited, an exempted company organized under the laws of Bermuda (the "Company"). The principal executive office of the Company is located at 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece. Information given in response to each item below shall be deemed incorporated by reference in all other items below. Capitalized terms used herein and not otherwise defined in this Amendment No. 15 shall have the meanings set forth in the Schedule 13D. This Amendment No. 15 is being filed by the Reporting Persons to update the number and percentage of Common Shares of the Company beneficially owned by the Reporting Persons. Item 2 is hereby amended and restated in its entirety as follows: This Amendment No. 15 is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) among Sea Consolidation S.A. of Panama, a company organized under the laws of Panama ("Sea Consolidation"), Intermed Champion S.A. of Panama, a company organized under the laws of Panama ("Intermed"), Methoni Shipping Company Limited, a company organized under the laws of Liberia ("Methoni"), Tsakos Energy Management Limited, a company organized under the laws of Liberia ("TEM "), Panayotis Tsakos and Nikolas P. Tsakos (sometimes collectively referred to as the "Reporting Persons") which persons may be deemed, but are not conceded, to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934. The principal business of Sea Consolidation, Intermed and Methoni is investing in equity securities and related investment strategies. The principal business of TEM is providing management services to the Company. The address of the principal office of Methoni is 80 Broad Street, Monrovia, Liberia. The address of the principal office of each of Sea Consolidation and Intermed is Vives Y Associados, Campo Alegre, Beatriz M. Cabal St., Edif. Proconsa II, Piso 8, Panama. The address of the principal office of TEM is 367 Syngrou Avenue, 175 64 P. Faliro, Athens, Greece. Attached as Schedule A is the name, principal occupation (where applicable), business address and citizenship of each member, executive officer and/or director of Sea Consolidation, Intermed, Methoni and TEM. All of the outstanding common stock of TEM is owned by Nikolas P. Tsakos. Schedule A is incorporated into and made a part of this Amendment No. 15. Panayotis Tsakos is an individual of Greek citizenship who is self employed in the shipping industry. Nikolas P. Tsakos is an individual of Greek citizenship who is the Chief Executive Officer of the Company. During the last five years, none of the Reporting Persons nor any person listed on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any person listed on Schedule A 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. See above. Item 3 is hereby amended by adding the following paragraph: Between November 21, 2023 and November 27, 2024, Sea Consolidation acquired an aggregate of 115,000 Common Shares in open market purchases executed through the New York Stock Exchange for aggregate consideration of $2,420,763.08. Between May 14, 2024 and November 27, 2024, Intermed acquired an aggregate of 80,000 Common Shares in open market purchases executed through the New York Stock Exchange for aggregate consideration of $1,850,707.09. Between November 29, 2024 and December 2, 2024, Methoni acquired an aggregate of 60,000 Common Shares in open market purchases executed through the New York Stock Exchange for aggregate consideration of $1,076,648. On July 24, 2024, Nikolas P. Tsakos acquired 40,000 Common Shares as compensatory awards. Between June 30, 2022 and November 27, 2024, TEM acquired an aggregate of 405,000 Common Shares in open market purchases executed through the New York Stock Exchange for aggregate consideration of $7,541,304.58. Each of Sea Consolidation, Intermed, Methoni and TEM obtained such funds for these purchases from amounts contributed to it from its respective shareholders. Item 4 is hereby amended by adding the following paragraphs: Each of Sea Consolidation, Intermed, Methoni, TEM and Nikolas P. Tsakos acquired 115,000 Common Shares, 80,000 Common Shares, 60,000 Common Shares, 40,000 Common Shares and 405,000 Common Shares, respectively, to increase its investment in the Company. Each of Sea Consolidation, Intermed, Methoni, TEM and Nikolas P. Tsakos is holding its Common Shares solely for investment purposes and each has no 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. Each of the Reporting Persons reserve the right to change their intentions, as they deem appropriate. Depending on market conditions and other factors that they may deem material, each of the Reporting Persons may, in privately negotiated transactions, in the open market or otherwise, purchase additional Common Shares and/or related securities, dispose of all or a portion of the Common Shares or related securities that they now beneficially owns or may acquire hereafter, and/or enter into transactions that increase or hedge their economic exposure to the Common Shares without affecting their beneficial ownership. Item 5 is hereby amended and restated in its entirety as follows: See responses to Items 11 and 13 on the cover pages of this filing, which are incorporated herein by reference. Panayotis Tsakos and Nikolas P. Tsakos share voting and dispositive control over the Common Shares held of record by Sea Consolidation, Intermed and Methoni. Nikolas P. Tsakos shares voting and dispositive control over the Common Shares held of record by TEM. The applicable percentage of ownership of each shareholder is based on the Company's 30,127,603 Common Shares outstanding as of April 4, 2025, as reported in the Company's filings with the SEC. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act, and together with Redmont Trading Corp. ("Redmont"), First Tsakos Investments Inc. ("First Tsakos") and Tsakos Holdings Foundation, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission that a group exists. According to Amendment No. 15 to Schedule 13D filed by Redmont, First Tsakos and the other reporting persons named therein concurrently herewith, Redmont and First Tsakos beneficially and of record, own 738,001 and 2,485,002 Common Shares, respectively. Together, the group would be deemed to beneficially own 8,246,805 Common Shares, constituting 27.4% of the outstanding common shares of the Company. See responses to Items 7, 8, 9 and 10 on the cover pages of this filing, which are incorporated herein by reference. No transactions in the Company's Common Shares by the Reporting Persons were effected in the past 60 days. No 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, the Common Shares beneficially owned by the Reporting Persons. Not applicable. Not applicable. Item 7 is hereby amended by adding the following exhibit: Exhibit 1: Joint Filing Agreement, dated May 16, 2025, among Sea Consolidation S.A. of Panama, Intermed Champion S.A. of Panama, Methoni Shipping Company Limited, Tsakos Energy Management Limited, Panayotis Tsakos and Nikolas P. Tsakos. SEA CONSOLIDATION S.A. OF PANAMA /s/ Konstantinos Zafeiras Konstantinos Zafeiras/Secretary 05/16/2025 INTERMED CHAMPION S.A. OF PANAMA /s/ Michael Evangelista Michael Evangelista/Vice President 05/16/2025 METHONI SHIPPING COMPANY LIMITED /s/ Ioannis Saroglou Ioannis Saroglou/President 05/16/2025 TSAKOS ENERGY MANAGEMENT LIMITED /s/ Nikolas P. Tsakos Nikolas P. Tsakos/President 05/16/2025 PANAYOTIS TSAKOS /s/ Panayotis Tsakos Panayotis Tsakos 05/16/2025 NIKOLAS P. TSAKOS /s/ Nikolas P. Tsakos Nikolas P. Tsakos 05/16/2025