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CUSIP No. Y2687W108
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13D
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1
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Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
GasLog Ltd.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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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)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
Not Applicable
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6
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Citizenship or Place of Organization
Bermuda
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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
11,843,691(1)
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8
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Shared Voting Power
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9
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Sole Dispositive Power
11,843,691
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10
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Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,843,691
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
Not Applicable
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13
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Percent of Class Represented by Amount in Row (11)
26.1%(2)
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14
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Type of Reporting Person (See Instructions)
CO
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(1) GasLog Ltd. (“GasLog”) beneficially owns 11,843,691 common units representing limited partner interests (“Common Units”) in the Issuer. In addition, GasLog beneficially owns 100% of the incentive distribution rights (the “IDRs”) of the Issuer and, through its wholly owned subsidiary, GasLog Partners GP LLC, 100% of the general partner units (the “GP Units”).
(2) The percent ownership is calculated based on an aggregate number of 45,448,993 Common Units issued and outstanding as of November 26, 2018, as reported by the Issuer to the Reporting Person.
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This Amendment No. 1 (this “Amendment No. 1”) to Schedule 13D is being filed by GasLog Ltd., a Bermuda exempted company (“GasLog” or the “Reporting Person”) to amend the Schedule 13D filed on April 27, 2018 (the “Original Schedule 13D”).
This Amendment No. 1 hereby amends Item 4 and Item 6 of the Original Schedule 13D as follows:
Item 4.
Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended by deleting in its entirety the fifth paragraph thereof and substituting the following paragraphs in lieu thereof:
GasLog and the Partnership have agreed to modify the capital structure of the Partnership with respect to the incentive distribution rights of the Partnership (“IDRs”). On November 27, 2018, the Partnership entered into, and closed the transactions contemplated by, an exchange agreement (the “Exchange Agreement”) with GasLog and the General Partner, pursuant to which GasLog contributed all of its IDRs (“Old IDRs”), which Old IDRs were canceled by the Partnership, in exchange for (i) the issuance by the Partnership to GasLog of 100% of a new class of IDRs (“New IDRs”) and (ii) the payment by the Partnership to GasLog of $25.0 million sourced from available cash.
Pursuant to a fifth amendment and restatement of the Partnership Agreement, dated November 27, 2018 (the Fifth Amended Agreement”), the New IDRs, as compared to the Old IDRs, reduce quarterly distributions in respect of the IDRs above $0.5625 per unit from 48% to 23% and waive IDR payments resulting from any vessel or other energy infrastructure asset acquired by the Partnership from a non-GasLog party.
The foregoing descriptions of the Exchange Agreement and the Fifth Amended Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement and the Fifth Amended Agreement, which are filed as Exhibit 1 and Exhibit 2, respectively, to this Amendment No. 1.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended by adding the following:
Item 4 of this Amendment No. 1 summarizes certain provisions of the Exchange Agreement and the Fifth Amended Agreement and is incorporated herein by reference.
Item 7.
Materials to be Filed as Exhibits
Exhibit 1 —
Exchange Agreement, dated as of November 27, 2018, among GasLog Partners LP, GasLog Partners GP LLC and GasLog Ltd. (incorporated by reference to Exhibit 10.1 to the Form 6-K of GasLog Partners LP filed with the Commission on November 27, 2018).
Exhibit 2 —
Fifth Amended and Restated Agreement of Limited Partnership of GasLog Partners LP, dated November 27, 2018 (incorporated by reference to Exhibit 3.2 to the Form 6-K of GasLog Partners LP filed with the Commission on November 27, 2018).
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