Danaos Corp 13D/A Filing: Ownership Update

TL;DR

Danaos Corp 13D/A filed - ownership change incoming.

AI Summary

Danaos Corporation filed an amendment (No. 6) to its Schedule 13D on November 13, 2024. The filing indicates a change in beneficial ownership of Danaos Corporation's common stock. Danaos Investments LTD, as Trustee of the 883 Trust, is involved in this filing, with John Coustas listed as a group member.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Danaos Corporation, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility and uncertainty.

Key Numbers

• 1231 — Fiscal Year End (Standard company financial reporting period.)

Key Players & Entities

• Danaos Corporation (company) — Subject Company
• Danaos Investments LTD (company) — Filing Person
• 883 Trust (company) — Trustee
• John Coustas (person) — Group Member
• Finnbarr D. Murphy (person) — Authorized Contact
• Goodwin Procter LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• tm2428346d1_sc13da.htm (SC 13D/A) — 58KB
• tm2428346d1_ex1.htm (EX-99.1) — 7KB
• 0001104659-24-117709.txt ( ) — 67KB

of the Statement is hereby amended by adding

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

of the Statement is hereby

Item 4 of the Statement is hereby amended by adding the following paragraphs to the end of Item 4: This Amendment No. 6 updates the number of shares of Common Stock beneficially owned by the Reporting Persons to reflect that on November 8, 2024, 50,000 shares of Common Stock were granted to Dr. Coustas as a compensatory equity award and are held by DIL and 100,000 shares were acquired by DIL pursuant to the Amended and Restated Management Agreement as described in the next paragraph. This Amendment No. 6 also updates the percentage of outstanding Common Stock of the Company beneficially owned by the Reporting Persons, including to reflect repurchases under the Company’s common stock repurchase program. DIL as Trustee of the 883 Trust is the beneficial owner of all of the outstanding shares of Danaos Shipping Company Limited (“Danaos Shipping”) and, in such capacity, is entitled to receive 100,000 shares of Common Stock, payable annually in the fourth calendar quarter of each year, as a management fee for the services of Danaos Shipping pursuant to the Amended and Restated Management Agreement (the “Amended and Restated Management Agreement”), dated as of November 10, 2023, between the Company and Danaos Shipping. DIL as Trustee of the 883 Trust acquired 100,000 shares of Common Stock pursuant this agreement on November 8, 2024. Each of the Shareholder Directors and each of the Reporting Persons acquired their shares of Common Stock for investment purposes. Each of the Shareholder Directors and each of the Re porting Persons reserve the right to change their intentions, as they deem appropriate. Depending on market conditions and other factors that they may deem material, each of the Shareholder Directors and each of the Reporting Persons may, in privately negotiated transactions, in the open market or otherwise, purchase additional shares of Common Stock and/or related securities, including pursuant to the Company’s DRIP, di

of the Statement is hereby amended

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 48.4% 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 four 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 1.0% of the outstanding shares of Common Stock. He has sole voting and dispositive power with respect to such shares. Evangelos Chatzis beneficially owns 73,000 shares of Common Stock, or less than 1.0% of the outstanding shares of Common Stock, including 23,000 shares of Common Stock received as compensatory awards on November 8, 2024. 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

of the Statement is hereby amended by adding

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.

Materials

Item 7. Materials to be Filed as Exhibits Exhibit No. Description of Document Exhibit 1 Joint Filing Agreement, dated as of November 13, 2024, between Dr. John Coustas and Danaos Investment Limited as the Trustee of the 883 Trust [The remainder of this page intentionally left blank.] SIGNATURE After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 6 is true, complete and correct. Dated: November 13, 2024 DANAOS INVESTMENT LIMITED AS TRUSTEE OF THE 883 TRUST By: /s/ Iraklis Prokopakis Name: IRAKLIS PROKOPAKIS Title: Director By: /s/ Evangelos Chatzis Name: EVANGELOS CHATZIS Title: Director JOHN COUSTAS /s/ John Coustas

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View this SC 13D/A filing on SEC EDGAR