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
Item 1.  

 

(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
Item 4. Ownership.

 

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
   
Item 10. Certification.

 

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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