UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Navios Maritime Containers L.P.
(Name of Issuer)
Common Units, representing limited partner interests
(Title of Class of Securities)
Y62151 108
(CUSIP Number)
Vasiliki Papaefthymiou
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(011) +(377) 9798-2140
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
November 16, 2020
(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 §§ 240.13d-1(e),
240.13(1-1(f) or 240.13d-1(g), check the following box. ☐
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*
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The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
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The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING
PERSONS
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Navios Maritime Partners
L.P.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
(SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
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☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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Republic of the Marshall
Islands
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING
POWER
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11,592,276
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8
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SHARED VOTING
POWER
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0
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9
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SOLE DISPOSITIVE
POWER
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11,592,276
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10
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SHARED DISPOSITIVE
POWER
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0
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,592,276
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
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35.7%(1)
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14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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Based on 32,445,577 common units issued and outstanding, as
disclosed in the Report on Form 6-K filed by the issuer with the
U.S. Securities and Exchange Commission on November 16, 2020. All
amounts contained in this report do not reflect holdings of
approximately 3.9% of the Issuer’s common units held by Navios
Maritime Holdings Inc., that owns approximately 18.2% of the equity
interests of the Reporting Person.
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Pursuant
to Rule 13(d)-2 promulgated under the Securities Exchange
Act of 1934, as amended, this Schedule 13D/A (this “Amendment
No. 1) filed on November 17, 2020 amends the Statement on
Schedule 13D filed on December 11, 2018 (the “Original Schedule
13D” and together with this Amendment No. 1, the
“Schedule 13D”), relating to the common units of the Issuer.
Capitalized terms used herein but not otherwise defined shall have
the meaning ascribed to such terms in the Original Schedule
13D.
Item 4. Purpose of Transaction.
Item 4 of
the Schedule 13D is hereby supplemented to include the
following:
On November 16, 2020, the Reporting Person submitted a letter (the
“Proposal Letter”) to the board of directors of the Issuer
for the combination of the Issuer with the Reporting Person by
means of a merger in which each common unit of the Issuer not held
by the Reporting Person would be exchanged for 0.37 of a common
unit of the Reporting Person. The Reporting Person does not intend
to update the Schedule 13D by making further disclosure regarding
the subject matter of the Proposal Letter until a definitive
agreement has been reached, or unless disclosure is otherwise
required under applicable securities laws. A copy of the Proposal
Letter is attached hereto as Exhibit 99.1 and the information in
the Proposal Letter is incorporated herein by reference.
In addition, on November 16, 2020, the Reporting Person issued a
press release announcing the proposal set forth in the Proposal
Letter. A copy of the press release issued by the Reporting Person
is attached hereto as Exhibit 99.2 and the information in the press
release is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of
the Schedule 13D is hereby amended to include the following:
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(a)
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As of the date of this Amendment No. 1, the Reporting Person holds
11,592,276, or approximately 35.7%, of the Issuer’s outstanding
common units.
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(b)
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The Reporting Person has the sole power to vote or direct the vote
and to dispose or direct the disposition of the Issuer’s common
units owned by the Reporting Person.
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Item 6 of
the Schedule 13D is hereby amended to incorporate by reference the
information set forth in Item 4 of this Amendment No. 1.
Item 7. Material to be Filed as Exhibits.
Item 7 of
the Schedule 13D is hereby amended to add the following:
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, 1 certify that the information set forth in this statement
is true, complete and correct.
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NAVIOS MARITIME PARTNERS L.P.
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| Date:
November 17, 2020 |
By:
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/s/ Angeliki Frangou
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Name:
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Angeliki Frangou
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Title:
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Chief Operating Officer
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