-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UFbuCN3ITnzePsI4ndeMamRnXTykCLUYC8fWed/8nMU4Yv0OfHYx3KtnnOIuXSin s0fhr1DN2fghbnSodc7VSQ== 0001319244-09-000034.txt : 20090302 0001319244-09-000034.hdr.sgml : 20090302 20090302164042 ACCESSION NUMBER: 0001319244-09-000034 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090302 DATE AS OF CHANGE: 20090302 GROUP MEMBERS: COGNIZANT HOLDINGS, LTD. GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC GROUP MEMBERS: MILLENNIUM INTERNATIONAL MANAGEMENT LP GROUP MEMBERS: MILLENNIUM MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Oceanaut, Inc. CENTRAL INDEX KEY: 0001364714 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82729 FILM NUMBER: 09647944 BUSINESS ADDRESS: STREET 1: 17TH KM NATL RD ATHENS-LAMIA & FINIKOS S STREET 2: NEA KIFISIA CITY: ATHENS STATE: J3 ZIP: 145 64 BUSINESS PHONE: 011-30-210-620-9520 MAIL ADDRESS: STREET 1: 17TH KM NATL RD ATHENS-LAMIA & FINIKOS S STREET 2: NEA KIFISIA CITY: ATHENS STATE: J3 ZIP: 145 64 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED CORE STRATEGIES (US) LLC CENTRAL INDEX KEY: 0001319244 IRS NUMBER: 202196675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT LLC STREET 2: 666 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: Springview Group LLC DATE OF NAME CHANGE: 20050228 SC 13G/A 1 okn_sc13g-a2.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 2)

OCEANAUT, INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

675227102
(CUSIP Number)

FEBRUARY 19, 2009
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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 subject to all other provisions of the Act (however, see the notes).



                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
2
  of   
14

1
 NAMES OF REPORTING PERSONS
 
 Integrated Core Strategies (US) LLC
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 714,220
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 714,220
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 714,220
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 2.9%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
3
  of   
14

1
 NAMES OF REPORTING PERSONS
 
 Cognizant Holdings, Ltd.
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 -0-
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 -0-
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 -0-
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.0%
12 TYPE OF REPORTING PERSON

 
CO


                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
4
  of   
14

1
 NAMES OF REPORTING PERSONS
 
 Millennium International Management LP
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 -0-
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 -0-
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 -0-
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.0%
12 TYPE OF REPORTING PERSON

 
PN


                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
5
  of   
14

1
 NAMES OF REPORTING PERSONS
 
 Millennium International Management GP LLC
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 -0-
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 -0-
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 -0-
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.0%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
6
  of   
14

1
 NAMES OF REPORTING PERSONS
 
 Millennium Management LLC
 
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 714,220
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 714,220
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 714,220
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 2.9%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
7
  of   
14

1
 NAMES OF REPORTING PERSONS
 
 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 714,220
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 714,220
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 714,220
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 2.9%
12
 TYPE OF REPORTING PERSON

 IN

                     
CUSIP No.
 
675227102

 SCHEDULE 13G

Page  
8
  of   
14
 
Item 1.    
 
(a) Name of Issuer:
 
   
 
  Oceanaut, Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the "Company").
 
   
 
(b) Address of Issuer’s Principal Executive Offices:
 
   
 
 

17th Km National Road
Athens-Lamia & Finikos Street
Nea Kifisia, Athens, Greece 145 64

     
Item 2.
(a) Name of Person Filing:
 
(b) Address of Principal Business Office:
 
(c) Citizenship:
     
 
  Integrated Core Strategies (US) LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Cognizant Holdings, Ltd.
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Cayman Islands
 
   
 
  Millennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium International Management GP LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
   
  (d) Title of Class of Securities:
common stock, par value $0.0001 per share ("Common Stock")
 
  (e) CUSIP Number:
     
    675227102


                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
9
  of   
14

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

                     
CUSIP No.
 
675227102

 SCHEDULE 13G

Page  
10
  of   
14
             
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

   As of the date of this filing, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), is the beneficial owner of 714,220 shares of the Company’s Common Stock. Integrated Core Strategies also holds 724,642 warrants. Each warrant will entitle the holder to purchase one share of the Company’s Common Stock at a price of $6.00 ("Warrant"). The Warrants will become exercisable upon the Company’s completion of a business combination. The Warrants will expire on March 1, 2012, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination and therefore, the Warrants are not currently exercisable.

   Note: No Warrant will be exercisable and the Company will not be obligated to issue shares of Common Stock unless at the time a holder seeks to exercise such Warrant, an effective registration statement and a current prospectus relating to the Common Stock issuable upon exercise of the Warrant is available and the Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants.

   As of the date of this filing, Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Cognizant Holdings"), has ceased to be the beneficial owner of any shares of the Company’s Common Stock.

   Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management, and thus may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. The foregoing should not be construed in and of itself as an admission by Millennium International Management or Millennium International Management GP as to beneficial ownership of the securities owned by Cognizant Holdings.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies, and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also is the general partner of the 100% shareholder of Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management and of Millennium International Management GP. Consequently, Mr. Englander may be deemed to be the beneficial owner of any securities owned by Integrated Core Strategies and/or Cognizant Holdings, as the case may be. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities ow ned by Integrated Core Strategies and/or Cognizant Holdings, as the case may be.


                     
CUSIP No.
 
675227102

 SCHEDULE 13G

Page  
11
  of   
14

(b) Percent of Class:   

   Integrated Core Strategies, Millennium Management and Mr. Englander may each be deemed to beneficially own 2.9% or 714,220 shares of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 24,562,500 shares of Common Stock outstanding as of June 30, 2008, as per the Company’s Form 6-K, dated September 3, 2008.

 (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-

(ii) Shared power to vote or to direct the vote

   714,220 (See Item 4(a))

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   714,220 (See Item 4(a))

Item 5. Ownership of Five Percent or Less of a Class

   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

    Not applicable.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
12
  of   
14

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of February 27, 2009, by and among Integrated Core Strategies (US) LLC, Cognizant Holdings, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.


                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
13
  of   
14
                     
     

SIGNATURE

             

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 27, 2009

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its managing member

By: Millennium Management LLC,
       its general partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

COGNIZANT HOLDINGS, LTD.

By: Millennium International Management LP,
       as investment manager

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

By: /s/David Nolan

Name: David Nolan
Title:  Executive Vice President

 

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander


                     
CUSIP No.
 
675227102

SCHEDULE 13G

Page  
14
  of   
14
                     
      EXHIBIT I              
                     
      JOINT FILING AGREEMENT              

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Oceanaut, Inc., a corporation organized under the laws of the Republic of the Marshall Islands, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 27, 2009

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its managing member

By: Millennium Management LLC,
       its general partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

COGNIZANT HOLDINGS, LTD.

By: Millennium International Management LP,
       as investment manager

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

By: /s/David Nolan

Name: David Nolan
Title:  Executive Vice President

 

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander

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