Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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DANAOS CORPORATION (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
Y1968P121 (CUSIP Number) |
Finnbarr D. Murphy Goodwin Procter LLP, 620 Eighth Avenue New York, NY, 10012 (212) 459-7257 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/04/2025 (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 information required on 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).
SCHEDULE 13D
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| CUSIP No. | Y1968P121 |
| 1 |
Name of reporting person
Danaos Investment Limited as Trustee of the 883 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW ZEALAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,338,502.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | Y1968P121 |
| 1 |
Name of reporting person
John Coustas | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
<
br>
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,338,502.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) These shares of Common Stock are held by Danaos Investment Limited as Trustee of the 883 Trust ("DIL"), which has sole voting and dispositive control over these shares of Common Stock. The beneficiaries of the 883 Trust are Dr. Coustas and members of his immediate family. The board of directors of DIL consists of five members, none of whom is a beneficiary of the 883 Trust or member of the Coustas family, and has voting and dispositive control over the shares held by the 883 Trust. Dr. Coustas has certain powers to remove and replace DIL as Trustee of the 883 Trust and, accordingly, he may be deemed to beneficially own these 9,338,502 shares of Common Stock. This does not necessarily imply economic ownership of the securities.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
DANAOS CORPORATION | |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Danaos Shipping Co. Ltd., 14 Akti Kondyli, Piraeus,
GREECE
, 185 45. | |
Item 1 Comment:
This Amendment No. 8 to the Statement on Schedule 13D originally filed on August 16, 2010, as amended by Amendment No. 1 on August 14, 2018, Amendment No. 2 on December 2, 2019, Amendment No. 3 on September 14, 2021, Amendment No. 4 on April 15, 2022, Amendment No. 5 on November 15, 2023 and Amendment No. 6 on November 13, 2024 and Amendment No. 7 on January 16, 2025 (the "Statement"), relates to the common stock, par value $0.01 per share ("Common Stock"), of Danaos Corporation, a Marshall Islands corporation (the "Company"), and is being filed by (i) Danaos Investment Limited, a company organized under the laws of New Zealand, as Trustee of the 883 Trust, a trust established under the laws of the Cayman Islands ("DIL"), and (ii) Dr. John Coustas ("Dr. Coustas" and, together with DIL as Trustee of the 883 Trust, the "Reporting Persons").Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Statement is hereby amended by adding the following sentence immediately after the first paragraph of Item 2:See Schedule A, as revised, hereto for information regarding the persons listed thereon. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended by adding the following paragraph prior to the last paragraph of Item 3:See the responses to Items 4, 5 and 6, which are incorporated by reference herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended by adding the following paragraphs to the end of Item 4:This Amendment No. 8 is being filed to update the percentage of outstanding Common Stock of the Company beneficially owned by the Reporting Persons to reflect repurchases by the Company under the Company's common stock repurchase program. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Statement is hereby amended and restated to read as follows:DIL, as Trustee of the 883 Trust, is the owner of 9,338,502 shares of Common Stock, which represents 50.5% of the outstanding shares of Common Stock. DIL, as Trustee of the 883 Trust, has sole voting and dispositive control over these shares of Common Stock. The beneficiaries of the 883 Trust are Dr. Coustas and members of his immediate family. The board of directors of DIL consists of five members, none of whom is a beneficiary of the 883 Trust or member of the Coustas family, or has voting and dispositive control over the shares held by the 883 Trust. Dr. Coustas has certain powers to remove and replace DIL as Trustee of the 883 Trust and, accordingly, he may be deemed to beneficially own these 9,338,502 shares of Common Stock. This does not necessarily imply economic ownership of the securities.Iraklis Prokopakis beneficially owns 200,270 shares of Common Stock, or approximately 1.1% of the outstanding shares of Common Stock. He has sole voting and dispositive power with respect to such shares.Evangelos Chatzis beneficially owns 50,000 shares of Common Stock, or less than 1.0% of the outstanding shares of Common Stock. He has sole voting and dispositive power with respect to such shares. During the period from March 21 to March 25, 2025, Mr. Chatzis sold an aggregate of 23,000 shares of Common Stock for an aggregate sales price of $1.9 million in open market transactions.Dimitrios Charkoplias beneficially owns 120 shares of Common Stock, or less than 1.0% of the outstanding shares of Common Stock. He has sole voting and dispositive power with respect to such shares.(a) See Items 11 and 13 on the cover pages to this Schedule 13D/A for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by each Reporting Person. | |
| (b) | Number of shares as to which each Reporting Person has:i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Amendment.ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Amendment.iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Amendment.iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Amendment. | |
| (c) | Other than as set forth in response to other items in this Amendment No. 8, which responses are incorporated by reference, no transactions in the Company's Common Stock by the Reporting Persons and the Shareholder Directors were effected in the past 60 days. | |
| (d) | The beneficiaries of the 883 Trust, which include Dr. Coustas and members of his family, have the right to receive any dividends from, or the proceeds from any sale of, shares of Common Stock owned of record by Danaos Investment Limited, as Trustee of the 883 Trust. Each of the Shareholder Directors has the right to receive any dividends from, or the proceeds from any sale of, shares of Common Stock that he owns. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Statement is hereby amended by adding the following paragraph.See the responses to Item 3, Item 4 and Item 5, which are incorporated by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Joint Filing Agreement, dated April 9, 2025, between Dr. John Coustas and DILExhibit 2 Amended and Restated Management Agreement, dated February 3, 2025, between Danaos Corporation and Danaos Shipping Company Limited (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 20-F filed March 5, 2025)Exhibit 3 Brokerage Services Agreement, dated February 3, 2025, among Danaos Corporation and Danaos Chartering Services Inc. (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 20-F, filed March 5, 2025)Exhibit 4 Amended and Restated Restrictive Covenant Agreement, dated February 3, 2025, among Danaos Corporation, Dr. John Coustas and DIL (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 20-F filed March 5, 2025) | ||
| 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.
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