Sherwood Amends Navios Maritime Partners 13D Filing

TL;DR

Ned Sherwood updated his stake in Navios Maritime Partners L.P. on Nov 20, 2024.

AI Summary

Ned L. Sherwood filed an amendment to Schedule 13D on November 20, 2024, regarding Navios Maritime Partners L.P. Sherwood, located at 151 Terrapin Point, Vero Beach, FL, is filing this amendment with a copy to Sara L. Terheggen of The NBD Group, Inc. The filing concerns common units representing limited partner interests in Navios Maritime Partners L.P.

Why It Matters

This amendment signals a potential change in significant ownership or strategy for Navios Maritime Partners L.P., which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake-building or changes in control, which can lead to increased volatility.

Key Players & Entities

• Ned L. Sherwood (person) — Filer of the Schedule 13D amendment
• Navios Maritime Partners L.P. (company) — Subject company of the filing
• Sara L. Terheggen (person) — Contact person for the filer
• The NBD Group, Inc. (company) — Legal counsel for the filer

FAQ

Key Financial Figures

• $11,659,856 — gregate purchase price of approximately $11,659,856, excluding brokerage commissions. The s

Filing Documents

• ea0221941-13da1sher_navios.htm (SC 13D/A) — 61KB
• ea022194101ex99-1_navios.htm (EX-99.1) — 10KB
• ea022194101ex99-2_navios.htm (EX-99.2) — 4KB
• 0001213900-24-100373.txt ( ) — 76KB

Identity and Background

ITEM 2. Identity and Background. (a) This Schedule 13D is filed by Ned L. Sherwood (“Sherwood”) and MRMP-Managers LLC, a Delaware limited liability company (“MRMP” and together with Sherwood, the “Reporting Persons”).

Source and Amount of Funds or Other Consideration

ITEM 3. Source and Amount of Funds or Other Consideration.

is amended and supplemented as follows

Item 3 is amended and supplemented as follows: On November 12, 2024, November, 14, 2024 and November 16, 2024, MRMP acquired an aggregate of 200,000 common units for an aggregate purchase price of approximately $11,659,856, excluding brokerage commissions. The source of such funds was investment capital. Since the original Schedule 13D was filed on November 28, 2023, MRMP and ZS Fund have made various sales and/or purchases not previously reported. MRMP purchased 467,500 units following the original Schedule 13D filing and before November 12, 2024. ZS Fund sold 141,670 units following the original Schedule 13D filing and before November 12, 2024.

Purpose of Transaction

ITEM 4. Purpose of Transaction. On November 20, 2024, Sherwood delivered a letter (the “ November 2024 Letter ”) to the Board of Directors of the Issuer coinciding with the filing of the Schedule 13D. A copy of the November 2024 Letter is attached hereto as Exhibit 1 and is incorporated in its entirety herein by reference. Sherwood intends to have conversations, meetings and other communications with the management of the Issuer, unitholders and other persons, in each case to discuss the Issuer’s business, strategies and other matters related to the Issuer. These communications may include a discussion of options for enhancing unitholder value, including the matters discussed in the November 2024 Letter. CUSIP No. Y62267409 SCHEDULE 13D Page 5 of 7 Pages Except as otherwise disclosed herein, the Reporting Persons do not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be qu

Interest in Securities of the Issuers

ITEM 5. Interest in Securities of the Issuers. (a) Mr. Sherwood beneficially owns in the aggregate 2,157,444.70 (representing approximately 7.24% of the Issuer’s outstanding Units), which includes (i) 2,142,115 Units held by MRMP, or the MRMP Units, and (ii) 15,329.70 Units held by ZS Fund L.P. Employees’ Retirement Plan FBO Ned Sherwood, or the ZS Fund Units. The percentages used in this Item and in the rest of the Schedule 13D are calculated based upon 29,807,098 common units outstanding as of November 13, 2024, as reported on the Form 6-K filed by Navios Maritime Partners L.P. on November 14, 2024. (c) Transactions effected by MRMP in the common units in the last 60 days are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market. Except as reported on Schedule A to this Amendment No. 1, no Reporting Person has effected any transactions in the Issuer’s common units during the last 60 days. Additional transactions occurred since November 23, 2023 but prior to November 12, 2024 that were not previously reported. These transactions include sales by ZS Fund of 141,670 units and purchases by MRMP of 467,500 units.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

Materials to be Filed as Exhibits

ITEM 7. Materials to be Filed as Exhibits. Exhibit 1: Letter to the Board of Directors of the Issuers and the Issuer, dated November 20, 2024 Exhibit 2: Transactions in the Units ***** CUSIP No. Y62267409 SCHEDULE 13D Page 7 of 7 Pages

SIGNATURES

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. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company. November 20, 2024 Ned L. Sherwood By: /s/ Ned L. Sherwood Name: Ned L. Sherwood November 20, 2024 MRMP-Managers LLC By: /s/ Ned L. Sherwood Name: Ned L. Sherwood Title: Chief Investment Officer