0001144204-19-000318.txt : 20190103 0001144204-19-000318.hdr.sgml : 20190103 20190103125200 ACCESSION NUMBER: 0001144204-19-000318 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190103 DATE AS OF CHANGE: 20190103 GROUP MEMBERS: EVERMORE GLOBAL VALUE FUND, A SERIES OF EVERMORE FUNDS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Navios Maritime Containers L.P. CENTRAL INDEX KEY: 0001707210 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90738 FILM NUMBER: 19504442 BUSINESS ADDRESS: STREET 1: 7 AVENUE DE GRANDE BRETAGNE, OFFICE 1182 CITY: MONTE CARLO STATE: O9 ZIP: MC 98000 BUSINESS PHONE: 377-0-640629507 MAIL ADDRESS: STREET 1: 7 AVENUE DE GRANDE BRETAGNE, OFFICE 1182 CITY: MONTE CARLO STATE: O9 ZIP: MC 98000 FORMER COMPANY: FORMER CONFORMED NAME: Navios Maritime Containers Inc DATE OF NAME CHANGE: 20180921 FORMER COMPANY: FORMER CONFORMED NAME: Navios Maritime Containers L.P. DATE OF NAME CHANGE: 20180912 FORMER COMPANY: FORMER CONFORMED NAME: Navios Maritime Containers Inc. DATE OF NAME CHANGE: 20170519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Evermore Global Advisors, LLC CENTRAL INDEX KEY: 0001479983 IRS NUMBER: 270406745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 89 SUMMIT AVENUE STREET 2: 3RD FLOOR CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 908-378-2882 MAIL ADDRESS: STREET 1: 89 SUMMIT AVENUE STREET 2: 3RD FLOOR CITY: SUMMIT STATE: NJ ZIP: 07901 SC 13G 1 tv510280_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Navios Maritime Containers L.P.

(Name of Issuer)

Common Units, representing limited partner interests

(Title of Class of Securities)

Y62151108

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

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

x 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 subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. Y62151108

13G

Page 2 of 7 Pages

1	NAME OF REPORTING PERSON Evermore Global Advisors, LLC
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 Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 5,048,652 (See Item 4)
		6	SHARED VOTING POWER 0 (See Item 4)
		7	SOLE DISPOSITIVE POWER 5,048,652 (See Item 4)
		8	SHARED DISPOSITIVE POWER 0 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,048,652
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9¹ 14.6%
12	TYPE OF REPORTING PERSON (see instructions) IA

¹ This percentage is based on 34,603,100 common units issued and outstanding, as disclosed in the Registration Statement on Form 1 (as amended), filed by the Issuer with the U.S. Securities Exchange Commission on November 30, 2018.

CUSIP NO. Y62151108

13G

Page 3 of 7 Pages

1	NAME OF REPORTING PERSON Evermore Global Value Fund, a series of Evermore Funds Trust
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 Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0² (See Item 4)
		6	SHARED VOTING POWER 0 (See Item 4)
		7	SOLE DISPOSITIVE POWER 0² (See Item 4)
		8	SHARED DISPOSITIVE POWER 0 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,630,223
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9³ 10.5%
12	TYPE OF REPORTING PERSON (see instructions) IV

²The Reporting Person has delegated all authority to vote and dispose of shares of common stock of the Issuer owned by it to Evermore Global Advisors, LLC, but has the right to rescind this authority upon proper notice.

³ This percentage is based on 34,603,100 shares of common units issued and outstanding, as disclosed in the Registration Statement on Form 1 (as amended), filed by the Issuer with the U.S. Securities Exchange Commission on November 30, 2018.

CUSIP NO. Y62151108

13G

Page 4 of 7 Pages

Item 1.

(a)

Name of Issuer.

Navios Maritime Containers L.P.

(b)

Address of Issuer's Principal Executive Offices.

7 Avenue de Grande Bretagne, Office 1 1B2

Monte Carlo, MC 98000 Monaco

Item 2.

(a)

Name of Persons Filing.

This Schedule 13G/A is being jointly filed by Evermore Global Advisors, LLC (“EGA”) and Evermore Global Value Fund, a series of Evermore Funds Trust (“EGVF” and, together with EGA, the “Reporting Persons”). Attached as Exhibit 99.1 hereto is a copy of an agreement between the Reporting Persons that this Schedule 13G/A is being filed on behalf of each of them.

(b)

Address of Principal Business Office or, if none, Residence.

89 Summit Avenue

Summit, NJ 07901

(c)

Citizenship.

EGA is a Delaware limited liability company. EGVF is a Massachusetts business trust.

(d)

Title of Class of Securities.

Common Units, representing limited partner interests

(e)

CUSIP Number.

Y62151108

CUSIP NO. Y62151108

13G

Page 5 of 7 Pages

Item 3.

If this statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	x	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	x	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	¨	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)	¨	a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:______________

Item 4.

Ownership.

The securities reported herein are beneficially owned by EGVF, an investment company registered under the Investment Company Act of 1940, and other managed account clients of EGA. EGA is an investment adviser registered under the Investment Advisers Act of 1940. Pursuant to the investment advisory agreements entered into by EGA and each of Evermore Funds Trust (of which EGVF is a series) and its other managed account clients, sole investment discretion and voting power over the securities held by such persons has been delegated to EGA, although these agreements and the authority granted to EGA thereunder may be terminated without penalty upon proper notice.

(a)

Amount Beneficially Owned.

EGA – 5,048,652

EGVF – 3,630,223

CUSIP NO. Y62151108

13G

Page 6 of 7 Pages

(b)

Percent of Class.

EGA – 14.6%

EGVF – 10.5%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:

EGA – 5,048,652
EGVF – 0

(ii)

shared power to vote or to direct the vote:

EGA – 0
EGVF – 0

(iii)

sole power to dispose or to direct the disposition of:

EGA – 5,048,652
EGVF – 0

(iv)

shared power to dispose or to direct the disposition of:

EGA – 0
EGVF – 0

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

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

EGVF and other managed account clients of EGA have the right to receive or power to direct the receipt of dividends from, as well as proceeds from the sale of, such securities reported herein. EGVF and other managed account clients of EGA collectively had an interest in 5,048,652 shares, or 14.6%, of the class of securities reported herein as of December 31, 2018. EGVF had an interest in 3,630,223 shares, or 10.5%, of the class of securities reported herein as of December 31, 2018. None of EGA’s other managed account clients holds more than five percent of such securities.

CUSIP NO. Y62151108

13G

Page 7 of 7 Pages

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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.

	January 3, 2019

	Evermore Global Advisors, LLC

	By:	/s/ Eric LeGoff
		Eric LeGoff
		President

	Evermore Global Value Fund, a series of
	Evermore Funds Trust

	By:	/s/ Eric LeGoff
		Eric LeGoff
		CEO

EX-99.1 2 tv510280_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Units, representing limited partner interests of Navios Maritime Partners, L.P., dated as of the date hereof is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: January 3, 2019

	Evermore Global Advisors, LLC

	By:	/s/ Eric LeGoff
		Eric LeGoff
		President

	Evermore Global Value Fund, a series of
	Evermore Funds Trust

	By:	/s/ Eric LeGoff
		Eric LeGoff
		CEO