Amended Statement of Beneficial Ownership (sc 13d/a)
November 10 2020 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Danaos
Corporation
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(Name of Issuer)
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Common
Stock, par value $0.01 per share
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(Title of Class of Securities)
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Y1968P121
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(CUSIP Number)
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Hamburg Commercial Bank AG
Gerhart-Hauptmann-Platz 50
20095 Hamburg, Germany
Tel: +49 40 3333-0
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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November 9, 2020
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(Date of
Event Which Requires Filing of this Statement)
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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), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
* 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 disclosures
provided in a prior cover page.
The information required on 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).
CUSIP No. Y1968P121
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1.
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Names of Reporting Persons:
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Hamburg Commercial Bank AG (formerly
known as HSH Nordbank AG)
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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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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): OO
(See Item 3)
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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):
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[ ]
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6.
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Citizenship or Place of Organization: Germany
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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0
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Owned by
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Each Reporting
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9. Sole Dispositive Power:
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0
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Person With
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10. 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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0
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12.
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Check 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): 0.0%
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14.
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Type of Reporting Person (See Instructions): BK
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Explanatory Note
This Amendment No. 2
to Schedule 13D (this “Amendment”) amends the initial Schedule 13D (the “Initial Schedule 13D”)
filed by Hamburg Commercial Bank AG (formerly known as HSH Nordbank AG) (the “Reporting Person”) with the United
States Securities and Exchange Commission (the “SEC”) on August 17, 2018, as amended by Amendment No. 1
to Schedule 13D filed by the Reporting Person with the SEC on December 17, 2018 (the Initial Schedule 13D, as amended by Amendment
No. 1 to Schedule 13D, the “Schedule 13D”). The Schedule 13D, as amended by this Amendment, relates to the common
stock, par value $0.01 per share (the “Common Stock”), of Danaos Corporation, a Marshall Islands corporation
(the “Company”).
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Item 2.
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Identity and Background.
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The first paragraph of Item 2 of the Schedule
13D is hereby amended and restated as follows, in order to reflect the change in the legal name of the Reporting Person:
This Schedule 13D is being
filed by Hamburg Commercial Bank AG (formerly known as HSH Nordbank AG), a corporation organized under the laws of the Federal
Republic of Germany (the “Reporting Person”). The address of the principal place of business of the Reporting
Person is Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Germany.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended
by deleting the text thereof in its entirety and substituting the following in lieu thereof:
On November 9, 2020, the
Reporting Person and Promontoria North Shipping Designated Activity Company (“Promontoria”) entered into an
Elevation Agreement (the “Elevation Agreement”) pursuant to which full legal title in the 3,138,748 shares of
Common Stock previously reported in this Schedule 13D as beneficially owned by the Reporting Person (as adjusted to give effect
to the Company’s 1-for-14 reverse stock split implemented on May 2, 2019), has been transferred, distributed and elevated
from the Reporting Person to Promontoria. As of the date hereof and as a result of the Elevation Agreement, the Reporting Person
does not beneficially own any shares of Common Stock. Pursuant to the terms of the Elevation Agreement, the Reporting Person assigned
to Promontoria all rights and obligations of the Reporting Person under the Stockholders Agreement and the Registration Rights
Agreement which the Company had previously entered into with Reporting Person, among other parties. This description of the Elevation
Agreement is qualified in its entirety by the terms of the Elevation Agreement, which is filed as an exhibit to this Schedule 13D.
During the sixty (60) days
prior to November 9, 2020 (the “Event Date”), and from the Event Date to the filing date of this Schedule 13D,
there were no purchases or sales of shares of the Common Stock, or securities convertible into or exchangeable for shares of the
Common Stock, by the Reporting Person or any person or entity for which the Reporting Person possesses voting or dispositive control
over the securities thereof, except as expressly set forth in this Schedule 13D.
On November 9, 2020, the
Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 of the Schedule 13D is hereby
amended to include the following exhibit:
Exhibit 7.6
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Elevation Agreement, dated as of
November 9, 2020.
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Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 9, 2020
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HAMBURG COMMERCIAL BANK AG
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Name:
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N. Krüger
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Title:
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Director
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Name:
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M. Eltermann
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Title:
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Authorized Signatory
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Attention: Intentional misstatements
or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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