SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
         
 
FORM 8-A12B/A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
OCEANFREIGHT INC.
 
 
(Exact name of Issuer as specified in its charter)
 
 
Republic of the Marshall Islands
 
 
n/a
 
(State of incorporation or organization)
 
(IRS Employer Identification No.)
 
OceanFreight Inc.
80 Kifissias Avenue
Athens – 15125
Greece
 
 
 
 
 
(Address of principal executive offices)
 
(Zip Code)
 

 
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered
 
 
Name of each exchange on
which each class is to be registered
 
Preferred Stock Purchase Rights
 
Nasdaq Global Market
 

 
 
        If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.     ý
 
        If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.     o
 
        Securities Act Registration Statement file number to which this form relates: N/A
 
  None
 
(Title of Class)
 

 
 
 
 
EXPLANATORY NOTE
 
 
This Amendment No. 3 to Form 8-A12B is being filed by OceanFreight Inc. (the "Company") solely for the purpose of amending and restating the definition of "Acquiring Person" in Section 1 of the Company's Stockholders Rights Agreement, filed with the Securities and Exchange Commission as Exhibit 99.1 to Form 8-A12B (File No. 001-33416) on April 8, 2011.  The Third Amended and Restated Stockholders Rights Agreement dated August 22, 2011 by and between the Company and American Stock Transfer & Trust Company is attached hereto as Exhibit 99.1.
 
 
 

 
 
 
 
SIGNATURE
 
        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 

 
Dated: August 24, 2011
 
OCEANFREIGHT INC.
 
   
By:
/s/ Demetris Nenes  
 
 
 
 
 
 
Name: Demetris Nenes
Title:   Chief Operating Officer
 
 

 
 





SK 25754 0002 1185359
 

 
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