UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)*
Under the Securities Exchange Act of 1934
Navios Maritime Partners L.P.
(Name of Issuer)
Common Units, representing limited partner interests
(Title of Class of Securities)
Y62267102
(CUSIP Number)
Vasiliki Papaefthymiou
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
+30-210-4595000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
May 20, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
| * | 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).
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Navios Maritime Holdings Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
N/A | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
175,467 (1) | ||||
| 8 | SHARED VOTING POWER
1,894,749 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
175,467 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,894,749 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,070,216 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)(see Item 5)
18.4% (1) (2) | |||||
| 14 | TYPE OF REPORTING PERSON*
CO | |||||
| (1) | Represents common units (the “Common Units”) of Navios Maritime Partners L.P. (the “Issuer”) 1,894,749 of which are owned by Alpha Merit Corporation (“Alpha Merit”), a wholly-owned subsidiary of Navios Maritime Holdings Inc. (“Navios Holdings”) and 175,467 of which are owned directly by Navios Holdings. In addition, the Reporting Persons (as defined herein) own 100.0% of Navios GP L.L.C., the general partner of the Issuer (the “General Partner”). The General Partner has a 2.1% general partner interest in the Issuer. The Reporting Persons are the indirect beneficial owners of the General Partner’s interest in the Issuer. As of the date of this Amendment No. 6, the Reporting Persons beneficially owned 230,524 general partnership units. |
| (2) | Based on 11,213,253 partnership interests outstanding as of May 21, 2019, after giving effect to the Issuer’s 1:15 reverse unit split of the Common Units and general partnership units (the “reverse unit split”), which includes all of the Common Units (10,982,729) and general partnership units (230,524) of the Issuer. |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alpha Merit Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
N/A | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,894,749 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,894,749 (1) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,894,749 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
16.9% (1) (2) | |||||
| 14 | TYPE OF REPORTING PERSON*
CO | |||||
| (1) | Represents Common Units of the Issuer owned by Alpha Merit, a wholly-owned subsidiary of Navios Holdings. In addition, the Reporting Persons (as defined herein) own 100.0% of the General Partner of the Issuer. The General Partner has a 2.1% general partner interest in the Issuer. The Reporting Persons are the indirect beneficial owners of the General Partner’s interest in the Issuer. As of the date of this Amendment No. 6, the Reporting Persons beneficially owned 230,524 general partnership units. |
| (2) | Based on 11,213,253 partnership interests outstanding as of May 21, 2019, after giving effect to the reverse unit split, which includes all of the Common Units (10,982,729) and general partnership units (230,524) of the Issuer. |
Explanatory Note
Except as specifically amended and supplemented by this Amendment No. 6 (“Amendment No. 6”), and by Amendment No. 1 filed on July 20, 2011, Amendment No. 2 filed on June 20, 2012, Amendment No. 3 filed on March 13, 2015, Amendment No. 4 on November 28, 2017 and Amendment No. 5 on April 4, 2018, all other provisions of the Schedule 13D filed by the Reporting Persons on July 24, 2008 (the “Original Schedule 13D”) remain in full force and effect. The Original Schedule 13D together with each of the Amendments thereto is referred to herein as the “Schedule 13D.” Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
This Amendment No. 6 to Schedule 13D is being filed to disclose that on May 20, 2019, the 28,421,233 (or 1,894,749 Common Units after giving affect to the reverse unit split on May 21, 2019) held by Alpha Merit were released from the collateral pledged pursuant to the Pledge Agreement, dated as of November 21, 2017, in favor of the Collateral Trustee for the Secured Parties (as defined therein) (the “Pledge Agreement”), as previously disclosed in Amendment No. 4.
| Item 4. | Purpose of the Transaction |
Item 4 to the Schedule 13D is amended by incorporating by reference therein the information set forth in Item 6 of this Amendment No. 6.
| Item 5. | Interest in Securities of the Issuer |
This Amendment No. 6 amends and restates Items 5(a) and (b) to the Schedule 13D as set forth below:
As of May 21, 2019, after giving effect to Navios Partners’ 1:15 reverse unit split, Navios Holdings, through its wholly-owned subsidiary Alpha Merit, beneficially owned 1,894,749 Common Units, representing 16.9% of the outstanding partnership interests of the Issuer and Navios Holdings directly owned 175,467 Common Units, representing 1.5% of the outstanding partnership interests of the Issuer. In addition, the Reporting Persons beneficially own 230,524 general partnership units, representing 100.0% of the general partnership units, through its ownership of the General Partner. Thus, as of May 21, 2019, the Reporting Persons owned 20.5% of the outstanding units of the Issuer, including a 2.1% interest through the ownership of the General Partner. The Reporting Persons have shared voting and dispositive power in respect of 1,894,749 Common Units, which are no longer subject to the Pledge Agreement following the release of such Common Units on May 20, 2019 as described in Item 6 of this Amendment No. 6.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
This Amendment No. 6 amends Item 6 to the Schedule 13D by adding the following:
Pursuant to the Pledge Agreement, Alpha Merit had previously pledged and granted a security interest in 28,421,233 (or 1,894,749 Common Units after giving effect to the reverse unit split) Common Units. On May 20, 2019, such Common Units of Alpha Merit were exchanged with an alternate collateral asset and, as a result, all of the 28,421,233 (or 1,894,749 Common Units after giving effect to the reverse unit split) pledged Common Units were released and are no longer subject to the Pledge Agreement.
SIGNATURES
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.
| Date: May 24, 2019 | Navios Maritime Holdings Inc. | |||||
| By: | /s/ Angeliki Frangou | |||||
| Name: | Angeliki Frangou | |||||
| Title: | Chief Executive Officer | |||||
| Alpha Merit Corporation | ||||||
| By: | /s/ George Achniotis | |||||
| Name: | George Achniotis | |||||
| Title | President/Director | |||||