SC 13G/A: KNOT Offshore Partners LP

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SC 13G/A filing by KNOT Offshore Partners LP.

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Risk Level: low

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Filing Documents

• tm246520d1_sc13ga.htm (SC 13G/A) — 133KB
• 0001104659-24-025218.txt ( ) — 135KB

From the Filing

SC 13G/A 1 tm246520d1_sc13ga.htm SC 13G/A UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* KNOT OFFSHORE PARTNERS LP (Name of Issuer) Common Units (Title of Class of Securities) Y48125101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's 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 Page 1 of 12 pages CUSIP No Y48125101 1. NAMES OF REPORTING PERSONS OMP AY Preferred Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Malta NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,540,624 (1) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,540,624 (1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,540,624 (1) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% (2) 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO (1) Represents 2,540,624 common units issuable upon the conversion of 2,083,333 Series A Convertible Preferred Units held by OMP AY Preferred Limited. The Series A Convertible Preferred Units are convertible at a current conversion rate of 1.2195, which is readjusted quarterly. This Amendment No. 5 to the Schedule 13G originally filed on September 27, 2019, as amended, is being filed to reflect this readjusted conversion rate. (2) Percentage calculation based on (a) 34,045,081 common units outstanding as of November 6, 2023 as stated in the Issuer’s proxy statement for annual meeting of limited partners as filed on a Form 6-K with the Securities and Exchange Commission on November 13, 2023 and (b) 2,083,333 Series A Convertible Preferred Units outstanding (multiplied by the conversion rate) and held by OMP AY Preferred Limited. Page 2 of 12 pages CUSIP No Y48125101 1. NAMES OF REPORTING PERSONS OMP AY Holdings Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Malta NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,540,624 (1) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,540,624 (1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,540,624 (1) 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% (2) 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) FI (1) Represents 2,540,624 common units issuable upon the conversion of 2,083,333 Series A Convertible Preferred Units held by OMP AY Preferred Limited, a wholly owned subsidiary of OMP AY Holdings Limited. The Series A Convertible Preferred Units are convertible at a current conversion rate of 1.2195, which is readjusted quarterly. This Amendment No. 5 to the Schedule 13G originally filed on September 27, 2019, as amended, is being filed to reflect this readjusted conversion rate. (2) Percentage calculation based on (a) 34,045,081 common units outstanding as of November 6, 2023 as stated in the Issuer’s proxy statement for annual meeting of limited partners as filed on a Form 6-K with the Securities and Exchange Commission on November 13, 2023 and (b) 2,083,333 Series A Convertible Preferred Units outstanding (multiplied by the conversion rate) and held by OMP AY Preferred Limited. Page 3 of 12 pages CUSIP No Y48125101 1. NAMES OF REPORTING PERSONS Offshore Merchant Partners Asset Yield Fund L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,540,624 (1) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,540,624 (1) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTI

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