This Amendment No. 1 to Schedule 13D (this
Amendment
) amends and
supplements the initial Schedule 13D (the
Initial Schedule 13D
) filed by the Reporting Person with the United States Securities and Exchange Commission (the
SEC
) on August 17, 2018. The Initial Schedule
13D, as amended by this Amendment, relates to the common stock, par value $0.01 per share (the
Common Stock
), of Danaos Corporation, a Marshall Islands corporation (the
Company
). Except as otherwise specifically
provided herein, this Amendment does not modify or amend any of the information previously reported in the Initial Schedule 13D. Any capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the
Initial Schedule 13D.
Item 5.
|
Interest in Securities of the Company
|
Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety as follows:
As of the filing date of this Amendment (the
Filing Date
), the Reporting Person owns 43,942,485 shares of the Common Stock,
subject to the arrangements under the
Sub-Participation
Agreement (as defined below) described in Item 6 of this Amendment. Thus, the Reporting Person may be deemed to share with the Participant (as defined
below) beneficial ownership of 21.0% of the shares of the Common Stock of the Company deemed issued and outstanding as of the Filing Date, based on 213,324,455 shares of Common Stock reported by the Company as issued and outstanding as of
September 30, 2018 in its Form
6-K
filed with the SEC on November 16, 2018. Pursuant to the
Sub-Participation
Agreement, the Participant has the right to
direct the Reporting Person with respect to the voting and disposition of the shares of the Common Stock owned by the Reporting Person, and the Participant has the right to receive dividends from, and proceeds from the sale of, the shares of the
Common Stock owned by the Reporting Person.
During the sixty (60) days prior to November 29, 2018 (the
Event
Date
), and from the Event Date to the Filing Date, there were no purchases or sales of shares of the Common Stock, or securities convertible into or exchangeable for shares of the Common Stock, by the Reporting Person or any person or
entity for which the Reporting Person possesses voting or dispositive control over the securities thereof, except as expressly set forth in this Amendment.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company
|
Item 6 of the Initial Schedule 13D is hereby amended by adding the following paragraphs after the last paragraph thereof:
The Reporting Person holds 3,711,417 warrants issued by the Company for the purchase of shares of the Common Stock (the
Warrants
). The Warrants are subject to that certain Amended and Restated Warrant Agreement, dated as May 10, 2011, between the Company and American Stock Transfer & Trust Company, LLC (the
Warrant
Agreement
) and generally are exercisable only on a cashless exercise basis at an exercise price of $7.00 per share. Based upon the historical trading price of the Common Stock as of the Filing Date, no shares of Common Stock are issuable
upon exercise of the Warrants. The Warrants expire on January 31, 2019. This description of the Warrant Agreement is qualified in its entirety by the terms of the Warrant Agreement, which is incorporated by reference as an exhibit to this
Amendment.