Amended Statement of Ownership (sc 13g/a)
July 27 2022 - 04:06PM
Edgar (US Regulatory)
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UNITED
STATES |
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SECURITIES
AND EXCHANGE COMMISSION |
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Washington,
D.C. 20549 |
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SCHEDULE
13G |
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Under the
Securities Exchange Act of 1934 |
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(Amendment No.
2)* |
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Navigator
Holdings Ltd. |
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(Name of
Issuer) |
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Common
Stock |
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(Title of
Class of Securities) |
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Y62132108 |
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(CUSIP
Number) |
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July 19,
2022 |
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(Date of
Event Which Requires Filing of this Statement) |
| Check the appropriate
box to designate the rule pursuant to which this Schedule is
filed: |
| |
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o |
Rule
13d-1(b) |
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x |
Rule
13d-1(c) |
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o |
Rule
13d-1(d) |
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*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).
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CUSIP No. Y62132108 |
13G |
Page 2 of 8 |
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1. |
Names Of
Reporting Persons
GAGNON
SECURITIES LLC
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2. |
check the
appropriate box if a group |
(a) o
(b) x |
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3. |
sec use
only |
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4. |
citizenship
or place of organization
DELAWARE
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number of
shares
beneficially
owned by
each
reporting
person with: |
5. |
sole voting power |
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0 |
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6. |
shared voting power |
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2,081,249 |
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7. |
sole dispositive power |
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0 |
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8. |
shared dispositive power |
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2,210,623 |
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9. |
aggregate amount beneficially owned
by each reporting person |
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2,210,623 |
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10. |
check box if the aggregate amount in
row (9) excludes certain shares (See Instructions) |
o |
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11. |
percent of class represented by
amount in row (9) |
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2.9%
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12. |
type of reporting person (See
Instructions) |
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IA, BD |
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CUSIP No. Y62132108 |
13G |
Page 3 of 8 |
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1. |
Names Of
Reporting Persons
GAGNON
ADVISORS, LLC
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2. |
check the
appropriate box if a group |
(a) o
(b) x |
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3. |
sec use
only |
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4. |
citizenship
or place of organization
DELAWARE
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number of
shares
beneficially
owned by
each
reporting
person with: |
5. |
sole voting power |
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0 |
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6. |
shared voting power |
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907,548 |
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7. |
sole dispositive power |
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0 |
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8. |
shared dispositive power |
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907,548
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9. |
aggregate amount beneficially owned
by each reporting person |
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907,548
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10. |
check box if the aggregate amount in
row (9) excludes certain shares (See Instructions) |
o |
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11. |
percent of class represented by
amount in row (9) |
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1.2%
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12. |
type of reporting person (See
Instructions) |
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IA |
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CUSIP No. Y62132108 |
13G |
Page 4 of 8 |
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1. |
Names Of
Reporting Persons
NEIL
GAGNON
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2. |
check the
appropriate box if a group |
(a) o
(b) x |
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3. |
sec use
only |
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4. |
citizenship
or place of organization
USA
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number of
shares
beneficially
owned by
each
reporting
person with: |
5. |
sole voting power |
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375,883
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6. |
shared voting power |
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3,295,480
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7. |
sole dispositive power |
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375,883
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8. |
shared dispositive power |
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3,440,526
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9. |
aggregate amount beneficially owned
by each reporting person |
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3,816,409
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10. |
check box if the aggregate amount in
row (9) excludes certain shares (See Instructions) |
o |
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11. |
percent of class represented by
amount in row (9) |
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4.9%
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12. |
type of reporting person (See
Instructions) |
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IN |
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CUSIP No. Y62132108 |
13G |
Page 5 of 8 |
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(a) |
Name of
Issuer: |
Navigator
Holdings Ltd. |
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(b) |
Address of
Issuer’s Principal |
c/o NGT Services (UK) Ltd
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Executive Offices: |
10 Bressenden Place
London, SW1E 5DH
United Kingdom
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Item
2.
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(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.
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(b) |
Address of
Principal Business Office |
1370 Ave. of
the Americas, 24th Floor |
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or, if none,
Residence: |
New York, NY
10019 |
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(c) |
Citizenship: |
Gagnon Securities LLC
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Delaware
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Gagnon Advisors, LLC |
Delaware |
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Neil Gagnon |
USA |
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(d) |
Title of
Class of Securities: |
Common Stock
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(e) |
CUSIP
Number: |
Y62132108 |
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CUSIP No. Y62132108 |
13G |
Page 6 of 8 |
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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: |
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(a) |
o |
Broker or
dealer registered under section 15 of the Act (15 U.S.C.
78o). |
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(b) |
o |
Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
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(d) |
o |
Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8). |
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(e) |
o |
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent
holding company or control person in accordance with §
13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
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(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); |
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(j) |
o |
A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(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: ____ |
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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.
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(a) |
Amount
beneficially owned: |
Gagnon Securities LLC
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2,210,623
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Gagnon Advisors, LLC
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907,548
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Neil Gagnon
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3,816,409
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(b) |
Percent of
class: |
Gagnon Securities LLC
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2.9%
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Gagnon Advisors, LLC
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1.2%
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Neil Gagnon
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4.9%
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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.
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(c) |
Number of
shares as to which the person has: |
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(i) |
Sole power
to vote or to direct the vote: |
Gagnon Securities LLC
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0
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Gagnon Advisors, LLC
|
0 |
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Neil Gagnon
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375,883
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(ii) |
Shared power
to vote or to direct the vote: |
Gagnon Securities LLC
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2,081,249
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Gagnon Advisors, LLC
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907,548
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Neil Gagnon
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3,295,480
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(iii) |
Sole power
to dispose or to direct the disposition of: |
Gagnon Securities LLC
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0 |
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Gagnon Advisors, LLC
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0 |
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Neil Gagnon
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375,883
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(iv) |
Shared power
to dispose or to direct the disposition of: |
Gagnon Securities LLC
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2,210,623
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Gagnon Advisors, LLC
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907,548
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Neil Gagnon
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3,440,526
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Item
5. |
Ownership
of Five Percent or Less of a Class. |
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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.
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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.
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Items 7 –
9. |
Not
Applicable. |
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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
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NEIL GAGNON |
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/s/ Neil Gagnon
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GAGNON SECURITIES LLC
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/s/ Neil Gagnon
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Name: Neil
Gagnon |
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Title: Managing
Member
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GAGNON ADVISORS, LLC
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/s/ Neil Gagnon
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Name: Neil
Gagnon |
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Title: Chief Executive
Officer
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