Statement of Changes in Beneficial Ownership (4)
January 05 2021 - 05:59PM
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 ] |
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
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(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
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
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) |
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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. 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 |
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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) |
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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
|
Reporting Owner Name / Address |
Relationships
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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 |
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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 |
|
1/5/2021 |
**Signature
of Reporting Person |
Date |
/s/ Nathaniel H. August, Director |
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1/5/2021 |
**Signature
of Reporting Person |
Date |
/s/ Nathaniel H. August |
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1/5/2021 |
**Signature
of Reporting Person |
Date |