Amended Statement of Ownership (sc 13g/a)
July 27 2022 - 4:06PM
Edgar (US Regulatory)
| UNITED
STATES |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| |
| SCHEDULE
13G |
| |
| Under
the Securities Exchange Act of 1934 |
| |
| (Amendment
No. 2)* |
| |
| Navigator
Holdings Ltd. |
| (Name
of Issuer) |
| |
| Common
Stock |
| (Title
of Class of Securities) |
| |
| Y62132108 |
| (CUSIP
Number) |
| |
| July 19, 2022 |
| (Date
of Event Which Requires Filing of this Statement) |
| Check
the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| |
| o |
Rule 13d-1(b) |
| x |
Rule 13d-1(c) |
| o |
Rule 13d-1(d) |
| |
|
*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 the disclosures provided in a prior cover page.
The
information required in 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. Y62132108 |
13G |
Page
2 of 8 |
| |
|
|
|
|
|
|
| 1. |
Names
Of Reporting Persons
GAGNON
SECURITIES LLC
|
|
| |
|
|
|
| 2. |
check
the appropriate box if a group |
(a) o
(b) x |
|
| 3. |
sec
use only |
|
|
| |
|
|
|
| 4. |
citizenship
or place of organization
DELAWARE
|
|
|
number
of
shares
beneficially
owned by
each
reporting
person with: |
5. |
sole
voting power |
|
|
0 |
| 6. |
shared
voting power |
|
|
2,081,249 |
| 7. |
sole
dispositive power |
|
|
0 |
| 8. |
shared
dispositive power |
|
|
2,210,623 |
| 9. |
aggregate
amount beneficially owned by each reporting person |
|
2,210,623 |
| 10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
| 11. |
percent
of class represented by amount in row (9) |
|
2.9%
|
| 12. |
type
of reporting person (See Instructions) |
|
IA, BD |
| CUSIP
No. Y62132108 |
13G |
Page
3 of 8 |
| |
|
|
|
|
|
|
| 1. |
Names
Of Reporting Persons
GAGNON
ADVISORS, LLC
|
|
| |
|
|
|
| 2. |
check
the appropriate box if a group |
(a) o
(b) x |
|
| 3. |
sec
use only |
|
|
| |
|
|
|
| 4. |
citizenship
or place of organization
DELAWARE
|
|
|
number
of
shares
beneficially
owned by
each
reporting
person with: |
5. |
sole
voting power |
|
|
0 |
| 6. |
shared
voting power |
|
|
907,548 |
| 7. |
sole
dispositive power |
|
|
0 |
| 8. |
shared
dispositive power |
|
|
907,548
|
| 9. |
aggregate
amount beneficially owned by each reporting person |
|
907,548
|
| 10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
| 11. |
percent
of class represented by amount in row (9) |
|
1.2%
|
| 12. |
type
of reporting person (See Instructions) |
|
IA |
| CUSIP
No. Y62132108 |
13G |
Page
4 of 8 |
| |
|
|
|
|
|
|
| 1. |
Names
Of Reporting Persons
NEIL
GAGNON
|
|
| |
|
|
|
| 2. |
check
the appropriate box if a group |
(a) o
(b) x |
|
| 3. |
sec
use only |
|
|
| |
|
|
|
| 4. |
citizenship
or place of organization
USA
|
|
|
number
of
shares
beneficially
owned by
each
reporting
person with: |
5. |
sole
voting power |
|
|
375,883
|
| 6. |
shared
voting power |
|
|
3,295,480
|
| 7. |
sole
dispositive power |
|
|
375,883
|
| 8. |
shared
dispositive power |
|
|
3,440,526
|
| 9. |
aggregate
amount beneficially owned by each reporting person |
|
3,816,409
|
| 10. |
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
o |
| 11. |
percent
of class represented by amount in row (9) |
|
4.9%
|
| 12. |
type
of reporting person (See Instructions) |
|
IN |
| CUSIP
No. Y62132108 |
13G |
Page
5 of 8 |
| (a) |
Name
of Issuer: |
Navigator
Holdings Ltd. |
| |
|
|
| (b) |
Address
of Issuer’s Principal |
c/o NGT Services (UK) Ltd
|
| |
Executive Offices: |
10 Bressenden Place
London, SW1E 5DH
United Kingdom
|
Item
2.
| (a) |
Name
of Person Filing: |
Neil Gagnon has sole voting and dispositive power over 375,883 shares of the Issuer’s Common Stock (the “Common Stock”). In addition, Mr. Gagnon has shared voting power over 3,295,480 shares of the Issuer’s Common Stock and shared dispositive power over 3,440,526 shares of Common Stock.
Mr. Gagnon is the managing member and principal owner of Gagnon Securities LLC (“GS”), an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations, partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice. GS and Mr. Gagnon may be deemed to share voting power with respect to 2,081,249 shares of Common Stock held in the Accounts and dispositive power with respect to 2,210,623 shares of the Issuer’s Common Stock held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held in the Accounts.
Mr. Gagnon is also the Chief Executive Officer of Gagnon Advisors, LLC (“Gagnon Advisors”), an investment adviser registered with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates, LLC (“GIA”), a private investment fund, may be deemed to share voting and dispositive power with respect to the 907,548 shares of the Issuer’s Common Stock held by GIA. Gagnon Advisors and Mr. Gagnon expressly disclaim beneficial ownership of all securities held by GIA.
|
| (b) |
Address
of Principal Business Office |
1370
Ave. of the Americas, 24th Floor |
| |
or, if none, Residence: |
New York, NY 10019 |
| (c) |
Citizenship: |
Gagnon Securities LLC
|
Delaware
|
| |
|
Gagnon Advisors, LLC |
Delaware |
| |
|
Neil Gagnon |
USA |
| |
|
|
| (d) |
Title of Class
of Securities: |
Common Stock
|
| |
|
|
| (e) |
CUSIP Number: |
Y62132108 |
| CUSIP
No. Y62132108 |
13G |
Page
6 of 8 |
| |
|
| Item
3. |
If
this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
| (a) |
o |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| |
|
|
| (b) |
o |
Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| |
|
|
| (c) |
o |
Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| |
|
|
| (d) |
o |
Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| |
|
|
| (e) |
o |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
|
|
| (f) |
o |
An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
|
|
| (g) |
o |
A parent holding
company or control person in accordance with § 13d-1(b)(1)(ii)(G); |
| |
|
|
| (h) |
o |
A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
| (i) |
o |
A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15U.S.C. 80a-3); |
| |
|
|
| (j) |
o |
A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J); |
| |
|
|
| (k) |
o |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____ |
| CUSIP
No. Y62132108 |
13G |
Page
7 of 8 |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
| |
(a) |
Amount
beneficially owned: |
Gagnon Securities LLC
|
2,210,623
|
| |
|
|
Gagnon Advisors, LLC
|
907,548
|
| |
|
|
Neil Gagnon
|
3,816,409
|
| |
|
|
|
| |
(b) |
Percent
of class: |
Gagnon Securities LLC
|
2.9%
|
| |
|
|
Gagnon Advisors, LLC
|
1.2%
|
| |
|
|
Neil Gagnon
|
4.9%
|
| |
|
|
|
| |
|
|
Calculation of percentage of beneficial ownership is based on 77,256,914 shares of Common Stock outstanding on April 12, 2022, as reported in the Issuer’s current report on Form 6-K filed on April 14, 2022.
|
| |
|
|
|
| |
(c) |
Number of shares as to which the person has: |
| |
(i) |
Sole
power to vote or to direct the vote: |
Gagnon Securities LLC
|
0
|
| |
|
|
Gagnon Advisors, LLC
|
0 |
| |
|
|
Neil Gagnon
|
375,883
|
| |
|
|
|
| |
(ii) |
Shared
power to vote or to direct the vote: |
Gagnon Securities LLC
|
2,081,249
|
| |
|
|
Gagnon Advisors, LLC
|
907,548
|
| |
|
|
Neil Gagnon
|
3,295,480
|
| |
|
|
|
| |
(iii) |
Sole
power to dispose or to direct the disposition of: |
Gagnon Securities LLC
|
0 |
| |
|
|
Gagnon Advisors, LLC
|
0 |
| |
|
|
Neil Gagnon
|
375,883
|
| |
|
|
|
| |
(iv) |
Shared
power to dispose or to direct the disposition of: |
Gagnon Securities LLC
|
2,210,623
|
| |
|
|
Gagnon Advisors, LLC
|
907,548
|
| |
|
|
Neil Gagnon
|
3,440,526
|
| |
|
|
|
|
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
| |
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following x.
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
The
Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons the
interest in any such account does not exceed 5% of the class of securities. Except to the extent described herein, the
Reporting Person disclaims beneficial ownership of all such securities.
| Items
7 – 9. |
Not
Applicable. |
| CUSIP
No. Y62132108 |
13G |
Page
8 of 8 |
By
signing
below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities
solely in connection with a nomination under Section 230.14a-11.
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: July 27, 2022
| |
|
| |
NEIL GAGNON |
| |
|
| |
/s/
Neil Gagnon
|
| |
|
| |
GAGNON SECURITIES
LLC
|
| |
|
| |
/s/
Neil Gagnon
|
| |
Name: Neil Gagnon |
| |
Title: Managing
Member
|
| |
|
| |
GAGNON ADVISORS, LLC
|
| |
|
| |
/s/
Neil Gagnon
|
| |
Name: Neil Gagnon |
| |
Title: Chief
Executive Officer
|
| |
|
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