Explanatory Note
Pursuant to Rule 13(d)-2 promulgated under the Securities Exchange Act of 1934, as amended, this Schedule 13D/A (this
Amendment No. 3) filed with the Securities and Exchange Commission (the SEC) on April 1, 2021, amends the Schedule 13D/A filed on January 4, 2021 (the Amendment
No. 2), which amended the Statement on Schedule 13D filed on November 17, 2020 (the Amendment No. 1) and December 11, 2018 (the Original Schedule 13D,
and together with Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the Schedule 13D). This Amendment No. 3 relates to the common units of the Issuer. Capitalized terms used herein but not otherwise
defined shall have the meaning ascribed to such terms in the Original Schedule 13D.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended to incorporate by reference the information set forth in Item 4 of this Amendment No. 3.
Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended by the addition of the following:
Closing of the Merger
On March 31, 2021, the
Reporting Person completed the merger contemplated by the previously announced Agreement and Plan of Merger (the Merger Agreement), dated as of December 31, 2020, by and among the Reporting Person, its direct wholly-owned
subsidiary NMM Merger Sub LLC (Merger Sub), the Issuer, and Navios Maritime Containers GP LLC, the Issuers general partner. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer
continuing as the surviving partnership (the Merger). Upon consummation of the Merger, the Issuer became a wholly-owned subsidiary of the Reporting Person.
Pursuant to the terms of the Merger Agreement, each outstanding common unit of the Issuer held by a unitholder other than the Reporting Person, the Issuer and
their respective subsidiaries (such units, the Issuer Public Units), was converted into the right to receive 0.39 of a common unit of the Reporting Person. The foregoing description of the Merger Agreement and the transactions
contemplated thereby, including the Merger, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 99.1 to Amendment No. 2 and the terms of which are
incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(e) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a)-(b) As a result of the Merger, the Reporting Person, for the purposes of Rule 13d-3 under the Exchange Act,
beneficially owns 100% of the outstanding common units of the Issuer and has sole power to vote and dispose of 100% of the common units.
(c) Except as
described herein, the Reporting Person has not affected any transactions in the common units during the past sixty days.
(d) Not applicable.
(e) On March 31, 2021, the transactions contemplated by the Merger Agreement were consummated and the common units were delisted from the Nasdaq Stock
Market LLC. The Issuer is in the process of terminating the registration of the common units under Section 12(b) and Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and suspending the
registration of the common units under Section 15(d) of the Exchange Act. Accordingly, this is an exit filing, and constitutes the Reporting Persons final amendment to the Schedule 13D.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of Schedule 13D is hereby amended to incorporate by reference the information set forth in Item 4 of this Amendment
No. 3.