Statement of Changes in Beneficial Ownership (4)
January 05 2021 - 5:59PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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. Issuer Name and Ticker or Trading Symbol
Navios Maritime Containers L.P.
[
NMCI
]
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5. 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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(Last)
(First)
(Middle)
645 MADISON AVE, 14 FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/4/2021 |
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. 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
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units | 1/4/2021 | | S | | 15900 | D | $4.1578 | 3291850 | D (2) | |
Common Units | 1/5/2021 | | S | | 27009 | D | $4.0906 | 3264841 | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Cash settled total return swap (obligation to buy) | (1) | 1/4/2021 | | S | | | 63458 | (1) | 5/3/2023 | Common Units | 63458 | $4.2587 | 21115 | D (2) | |
Cash settled total return swap (obligation to buy) | (1) | 1/5/2021 | | S | | | 21115 | (1) | 5/3/2023 | Common Units | 21115 | $4.0562 | 0 | D (2) | |
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 |
Director | 10% Owner | Officer | Other |
Mangrove Partners Master Fund, Ltd. 645 MADISON AVE, 14 FLOOR NEW YORK, NY 10022 |
| X |
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MANGROVE PARTNERS 645 MADISON AVENUE, 14TH FLOOR NEW YORK, NY 10022 |
| X |
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AUGUST NATHANIEL H. 645 MADISON AVENUE, 14TH FLOOR NEW YORK, NY 10022 |
| X |
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Signatures
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/s/ Nathaniel H. August, as Director of Mangrove Partners as Investment Manager | | 1/5/2021 |
**Signature of Reporting Person | Date |
/s/ Nathaniel H. August, Director | | 1/5/2021 |
**Signature of Reporting Person | Date |
/s/ Nathaniel H. August | | 1/5/2021 |
**Signature of Reporting Person | Date |
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