| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Navios Maritime Containers L.P. [ NMCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/04/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Units | 01/04/2021 | S | 15,900 | D | $4.1578 | 3,291,850 | D(2) | |||
| Common Units | 01/05/2021 | S | 27,009 | D | $4.0906 | 3,264,841 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Cash settled total return swap (obligation to buy) | (1) | 01/04/2021 | S/K | 63,458 | (1) | 05/03/2023 | Common Units | 63,458 | $4.2587 | 21,115 | D(2) | ||||
| Cash settled total return swap (obligation to buy) | (1) | 01/05/2021 | S/K | 21,115 | (1) | 05/03/2023 | Common Units | 21,115 | $4.0562 | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These cash-settled total return swaps were entered into by The Mangrove Partners Master Fund, Ltd. ("Master Fund") with Morgan Stanley Capital Services LLC as the counterparty between April 4, 2019 and June 17, 2019 at prices between $1.93 and $2.26. The swaps can be settled and closed at any time by Master Fund. The swaps provide Master Fund with economic exposure to the Common Stock referenced in the swap (the "Subject Securities"), benefiting Master Fund if the price of the Common Stock increases, and benefiting counterparty if the price of the Common Stock decreases. The swap does not provide Master Fund with the power to vote or direct the voting or dispose of, or to dispose or direct the disposition of, the Subject Securities, nor the right to acquire such power over the Subject Securities. The Reporting Persons expressly disclaim beneficial ownership of the Subject Securities. |
| 2. Master Fund, Mangrove Partners, the investment manager of Master Fund, and Nathaniel H. August, the principal of Mangrove Partners, may be deemed to indirectly beneficially own the securities reported herein and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any. |
| Remarks: |
| /s/ Nathaniel H. August, as Director of Mangrove Partners as Investment Manager | 01/05/2021 | |
| /s/ Nathaniel H. August, Director | 01/05/2021 | |
| /s/ Nathaniel H. August | 01/05/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||