PRGNF Paragon Shipping Inc (CE)

** SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE INSTRUCTIONS BEFORE FILLING OUT

** SEE INSTRUCTIONS BEFORE FILLING OUT

Paragon Shipping Inc. (the “Company”).

The Company’s principal executive offices are located at 5 Karamanli Ave., GR 166 73, Voula, Greece.

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company (the “Shares”):

(i)          Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”), as a broker dealer and market maker;

(ii)         CALC III LP, a Delaware limited partnership (“CALC3”), as a non-member manager;

(iii)        Citadel GP LLC, a Delaware limited liability company (“CGP”), as general partner of CALC3; and

(iv)        Kenneth Griffin, an individual and President and Chief Executive Officer of, and who owns a controlling interest in, CGP.

The foregoing persons are hereinafter are referred to collectively as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

Citadel Securities is a limited liability company organized under the laws of the State of Delaware. CALC3 is a limited partnership organized under the laws of the State of Delaware. CGP is a limited liability company organized under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

Class A common stock, par value $0.001 per share.

Y6728Q202

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

The percentages used herein are calculated based upon 108,213 shares issued and outstanding which is calculated by adjusting 10,821,336 shares of Class A common stock, par value $0.001, issued and outstanding as of December 31, 2016 as reported in the Company’s Form 20-F for the fiscal year ended December 31, 2016, filed with the SEC on April 10, 2017 by a 1-for-100 reverse split effective on July 31, 2017 as reported on the Company’s Form 6-K, filed July 28, 2017. As of the close of business on August 31, 2017, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:

Each Reporting Person disclaims beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.   ¨

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

Not Applicable.

Not Applicable.

Not Applicable.

Each of the Reporting Persons hereby makes the following 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 a participant in any transaction having that purpose or effect.

SIGNATURE

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

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