UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
Danaos Corp
(Name of
Issuer)
Common Stock, par value $0.01 per share
(Title
of Class of Securities)
Y1968P105
(CUSIP
Number)
December 31, 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:
[_] Rule
13d-1(b)
[X] Rule
13d-1(c)
[_] 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).
AMENDMENT EXPLANATORY NOTE: The holdings in Danaos have
changed since the last filing.
|
SCHEDULE 13G
1
|
Names of Reporting Persons
|
RBF Capital LLC
|
2
|
Check the appropriate box if a member of a Group (see
instructions)
|
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
State of Delaware
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
418,015
shares of Common Stock
|
6
|
Shared Voting Power
|
418,015
shares of Common Stock
|
7
|
Sole
Dispositive Power
|
418,015
shares of Common Stock
|
8
|
Shared Dispositive Power
|
418,015
shares of Common Stock
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
418,015 shares of Common Stock
|
10
|
Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)
|
[ ]
|
11
|
Percent of class represented by amount in row (9)
|
2.05%
|
12
|
Type of Reporting Person (See Instructions)
|
CO
|
Item 1.
(a) Name of
Issuer: Danaos Corp
(b) Address of
Issuer's Principal Executive Offices: 14 Akti Kondyli, 185 45
Piraeus, Greece
Item 2.
(a) Name
of Person Filing: RBF Capital LLC
(b) Address
of Principal Business Office or, if None, Residence: 3047
Fillmore Street, San Francisco, CA 94123
(c) Citizenship: United
States
(d) Title
and Class of Securities: Common
Stock
(e) CUSIP
No.: Y1968P105
Item 3. If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) [_] Broker
or dealer registered under Section 15 of the Act;
(b) [_] Bank
as defined in Section 3(a)(6) of the Act;
(c) [_] Insurance
company as defined in Section 3(a)(19) of the Act;
(d) [_] Investment
company registered under Section 8 of the Investment Company Act of
1940;
(e) [_] An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [_] A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [_] A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] 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;
(j) [_] A
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k) [_] Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
Item 4. Ownership
(a) Amount
Beneficially Owned:
418,015 shares of Common Stock
(b) Percent of
Class: 2.05%
(c) Number of
shares as to which such person has:
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or to direct the vote: 418,015
shares of Common Stock
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition of: 418,015
shares of Common Stock
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 [ ].
Item 6. Ownership
of more than Five Percent on Behalf of Another
Person. See
item 2.
Item 7. Identification
and classification of the subsidiary which acquired the security
being reported on by the parent holding company or control
person. Not
applicable.
Item 8. Identification
and classification of members of the group. Not
applicable.
Item 9. Notice
of Dissolution of Group. Not
applicable.
Item 10. Certifications.
By signing below the Reporting
Person certifies that, to the best of its 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.
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: March 23, 2023
/s/ Richard Fullerton
RBF Capital
LLC
Richard
Fullerton
President
The original statement shall be
signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on
behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person),
evidence of the representative's authority to sign on behalf of
such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file
with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be
typed or printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
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