Initial Statement of Beneficial Ownership (3)
November 23 2020 - 03:49PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Mangrove
Partners Master Fund, Ltd. |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
11/12/2020
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3. Issuer Name and Ticker or Trading
Symbol Navios Maritime Containers L.P. [NMCI] |
(Last)
(First)
(Middle)
PO BOX 309, UGLAND HOUSE, S. CHURCH ST. |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
GEORGE
TOWN, E9 KY1-1104
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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6. Individual or Joint/Group
Filing(Check Applicable
Line)___ Form filed by One Reporting
Person
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
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1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Common Units |
3307750 |
D (2) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Cash settled total return swap (obligation to
buy) |
(1) |
5/3/2023 |
Common Units |
84573 |
(1) |
D (2) |
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Explanation of
Responses: |
(1) |
These cash-settled total
return swaps were entered into by The Mangrove Partners Master
Fund, Ltd. ("Master Fund") with Morgan Stanley Capital Services LLC
as the counterparty between April 4, 2019 and June 17, 2019 at
prices between $1.93 and $2.26. The swaps can be settled and closed
at any time by Master Fund. The swaps provide Master Fund with
economic exposure to the Common Stock referenced in the swap (the
"Subject Securities"), benefiting Master Fund if the price of the
Common Stock increases, and benefiting counterparty if the price of
the Common Stock decreases. The swap does not provide Master Fund
with the power to vote or direct the voting or dispose of, or to
dispose or direct the disposition of, the Subject Securities, nor
the right to acquire such power over the Subject Securities. The
Reporting Persons expressly disclaim beneficial ownership of the
Subject Securities. |
(2) |
Master Fund, Mangrove
Partners, the investment manager of Master Fund, and Nathaniel H.
August, the principal of Mangrove Partners, may be deemed to
indirectly beneficially own the securities reported herein and
disclaims beneficial ownership of these securities, except to the
extent of its or his pecuniary interest therein, if
any. |
Reporting
Owners
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Reporting Owner Name / Address |
Relationships
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Director |
10% Owner |
Officer |
Other |
Mangrove Partners Master Fund, Ltd.
PO BOX 309, UGLAND HOUSE, S. CHURCH ST.
GEORGE TOWN, E9 KY1-1104 |
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X |
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MANGROVE PARTNERS
645 MADISON AVENUE, 14TH FLOOR
NEW YORK, NY 10022 |
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X |
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AUGUST NATHANIEL H.
645 MADISON AVENUE, 14TH FLOOR
NEW YORK, NY 10022 |
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X |
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Signatures
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/s/ Nathaniel H. August, as Director of Mangrove
Partners as Investment Manager |
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11/23/2020 |
**Signature
of Reporting Person |
Date |
/s/ Nathaniel H. August, Director |
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11/23/2020 |
**Signature
of Reporting Person |
Date |
/s/ Nathaniel H. August |
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11/23/2020 |
**Signature
of Reporting Person |
Date |