Filing Details
- Accession Number:
- 0001193125-22-243696
- Form Type:
- 13D Filing
- Publication Date:
- 2022-09-12 20:00:00
- Filed By:
- Frangou Angeliki
- Company:
- Navios Maritime Holdings Inc (NYSE:NM)
- Filing Date:
- 2022-09-13
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Angeliki Frangou | 33,810,057 | 0 | 33,810,057 | 0 | 33,810,057 | 63.9% |
| Amadeus Maritime S.A | 1,272,793 | 0 | 1,272,793 | 0 | 1,272,793 | 5.6% |
| Raymar Investments S.A | 1,374,219 | 0 | 1,374,219 | 0 | 1,374,219 | 6.0% |
| N Shipmanagement Acquisition Corp | 29,754,721 | 0 | 29,754,721 | 0 | 29,754,721 | 56.6% |
| Navios Shipmanagement Holdings Corporation | 0 | 0 | 0 | 0 | 0 | 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Navios Maritime Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
Y62197119
(CUSIP Number)
Vasiliki Papaefthymiou, Esq.
N Shipmanagement Acquisition Corp.
85 Akti Miaouli Street, Piraeus, Greece 185 38
+302104595000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 13, 2022
(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 persons 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. Y62197119
| 1 | NAMES OF REPORTING PERSONS
Angeliki Frangou | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Greece | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
33,810,057 (includes shares beneficially owned by Raymar Investments S.A.,
Amadeus Maritime S.A. and | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
33,810,057 (includes shares beneficially owned by Raymar Investments S.A.,
Amadeus Maritime S.A. and | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,810,057 (includes shares beneficially owned by Raymar Investments S.A., Amadeus Maritime S.A. and | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.9% (2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Includes vested options to purchase 350,000 shares of Common Stock, par value $0.0001 per share (Common Stock), of Navios Maritime Holdings Inc. (the Issuer) held by Ms. Frangou and 29,754,721 shares of Common Stock issuable as of September 13, 2022 upon conversion of a Convertible Debenture described herein which shares of Common Stock are (although not yet issued) deemed outstanding and included pursuant to Rule 13d-3(d)(1)(i) under the Act. Under the terms of the Convertible Debenture, the number of shares of Common Stock issuable upon conversion thereof will increase to the extent that amounts outstanding under the Convertible Debenture increase. |
| (2) | Based on 52,929,049 shares of Common Stock, reflecting 22,824,328 shares of Common Stock issued and outstanding as of September 7, 2022 (excluding 2,414,263 shares of Common Stock held as of September 7, 2022 by Navios Corporation, a wholly owned subsidiary of the Issuer, that are considered treasury shares), based on information provided by the Issuer, plus the 30,104,721 shares of Common Stock in the aggregate underlying vested options and the Convertible Debenture described herein as of September 13, 2022 which shares of Common Stock are (although not yet issued) deemed outstanding and included pursuant to Rule 13d-3(d)(1)(i) under the Act. |
CUSIP No. Y62197119
| 1 | NAMES OF REPORTING PERSONS
Amadeus Maritime S.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Panama | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,272,793 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,272,793 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,272,793 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (1) | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Based on 22,824,328 shares of Common Stock issued and outstanding as of September 7, 2022 (excluding 2,414,263 shares of Common Stock held as of September 7, 2022 by Navios Corporation, a wholly owned subsidiary of the Issuer, that are considered treasury shares), based on information provided by the Issuer. |
CUSIP No. Y62197119
| 1 | NAMES OF REPORTING PERSONS
Raymar Investments S.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Panama | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,374,219 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
1,374,219 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,219 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0% (1) | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Based on 22,824,328 shares of Common Stock issued and outstanding as of September 7, 2022 (excluding 2,414,263 shares of Common Stock held as of September 7, 2022 by Navios Corporation, a wholly owned subsidiary of the Issuer, that are considered treasury shares), based on information provided by the Issuer. |
CUSIP No. Y62197119
| 1 | NAMES OF REPORTING PERSONS
N Shipmanagement Acquisition Corp. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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
29,754,721(1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
29,754,721 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,754,721 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.6% (2) | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 29,754,721 shares of Common Stock issuable, as of September 13, 2022, upon conversion of a Convertible Debenture described herein which shares of Common Stock are (although not yet issued) deemed outstanding and included pursuant to Rule 13d-3(d)(1)(i) under the Act. Under the terms of the Convertible Debenture, the number of shares of Common Stock issuable upon conversion thereof will increase to the extent that amounts outstanding under the Convertible Debenture increase. |
| (2) | Based on 52,579,049 shares of Common Stock, reflecting 22,824,328 shares of Common Stock issued and outstanding as of September 7, 2022 (excluding 2,414,263 shares of Common Stock held as of September 7, 2022 by Navios Corporation, a wholly owned subsidiary of the Issuer. that are considered treasury shares), based on information provided by the Issuer, plus the 29,754,721 shares of Common Stock underlying the Convertible Debenture described herein as of September 13, 2022 which shares of Common Stock are (although not yet issued) deemed outstanding and included pursuant to Rule 13d-3(d)(1)(i) under the Act. |
CUSIP No. Y62197119
| 1 | NAMES OF REPORTING PERSONS
Navios Shipmanagement Holdings Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 (1) | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1) | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | The Convertible Debenture described herein was initially held by Navios Shipmanagement Holdings Corporation, but was transferred by Navios Shipmanagement Holdings Corporation to an affiliate company, N Shipmanagement Acquisition Corp., on September 13, 2022. |
Explanatory Note
Except as specifically amended and supplemented by this Amendment No. 17 (this Amendment No. 17), and by Amendment No. 1 filed on February 2, 2005, Amendment No. 2 filed on May 27, 2005, Amendment No. 3 filed on July 29, 2005, Amendment No. 4 filed on February 16, 2006, Amendment No. 5 filed on May 18, 2007, Amendment No. 6 filed on June 5, 2007, Amendment No. 7 filed on October 28, 2010, Amendment No. 8 filed on April 29, 2014, Amendment No. 9 filed on May 15, 2015, Amendment No. 10 filed on April 12, 2007, Amendment No. 11 filed on April 13, 2018, Amendment No. 12 filed on September 9, 2019, Amendment No. 13 filed on January 10, 2022, Amendment No. 14 filed on April 7, 2022, Amendment No. 15 filed on July 8, 2022 and Amendment No. 16 filed on August 5, 2022, all other disclosure contained in the Schedule 13D filed by the Reporting Persons on December 16, 2004 (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.
Item 5. Interest in Securities of Issuer.
(a) Ms. Frangou beneficially owns and has the sole voting power and/or dispositive power over an aggregate of 33,810,057 shares of Common Stock, such shares representing approximately 63.9% of the issued and outstanding shares of Common Stock of the Issuer based on 22,824,328 shares of Common Stock issued and outstanding as of September 7, 2022 (excluding 2,414,263 shares of Common Stock held as of September 7, 2022 by Navios Corporation, a wholly owned subsidiary of the Issuer, that are considered treasury shares), based on information provided by the Issuer, plus the 30,104,721 shares of Common Stock in the aggregate underlying vested options and the Convertible Debenture described herein which shares of Common Stock are (although not yet issued) deemed outstanding and included pursuant to Rule 13d-3(d)(1)(i) under the Act. The number of shares beneficially owned by Ms. Frangou includes vested options to purchase 350,000 shares of Common Stock held by Ms. Frangou, as well as 1,272,793 shares of Common Stock owned indirectly through Amadeus Maritime S.A., 1,374,219 shares of Common Stock owned indirectly through Raymar Investments S.A., and the 29,754,721 shares of Common Stock that are (although not yet issued) initially issuable upon conversion of a Convertible Debenture described herein as of September 13, 2022 owned indirectly through N Shipmanagement Acquisition Corp.
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.
Dated: September 13, 2022
| /s/ Angeliki Frangou Angeliki Frangou | ||
| Amadeus Maritime S.A. | ||
| By: | /s/ Brigido Navarro | |
| Name: Brigido Navarro | ||
| Title: President | ||
| Raymar Investments S.A. | ||
| By: | /s/ Victor Alvarado | |
| Name: Victor Alvarado | ||
| Title: President | ||
| Navios Shipmanagement Holdings Corporation | ||
| By: | /s/ Anna Kalathaki | |
| Name: Anna Kalathaki | ||
| Title: Vice President | ||
| N Shipmanagement Acquisition Corp. | ||
| By: | /s/ Brigido Navarro | |
| Name: Brigido Navarro | ||
| Title: President | ||