-----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, OwG2G1Jo8uSlIRIksihl79Xj7YWatr9TuXO52DXXKlsB0QEJCcWEUHmRT5b4O0gN mTdtGgnzBZBtKkkZScPd3g== 0000902664-10-002947.txt : 20100624 0000902664-10-002947.hdr.sgml : 20100624 20100624160731 ACCESSION NUMBER: 0000902664-10-002947 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100624 DATE AS OF CHANGE: 20100624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Navios Maritime Acquisition CORP CENTRAL INDEX KEY: 0001437260 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84078 FILM NUMBER: 10915129 BUSINESS ADDRESS: STREET 1: 85 AKTI MIAOULI STREET CITY: PIRAEUS STATE: J3 ZIP: 185 38 BUSINESS PHONE: 011-30-210-459500 MAIL ADDRESS: STREET 1: 85 AKTI MIAOULI STREET CITY: PIRAEUS STATE: J3 ZIP: 185 38 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARROWGRASS CAPITAL PARTNERS (US) LP CENTRAL INDEX KEY: 0001454288 IRS NUMBER: 134365038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 44 203 100 1000 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SC 13D/A 1 p10-1444sc13da.txt NAVIOS MARITIME ACQUISITION CORPORATION SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D* (Amendment No. 3) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) Navios Maritime Acquisition Corporation ------------------------------------------------------ (Name of Issuer) Ordinary Shares, $0.0001 par value per share ------------------------------------------------------ (Title of Class of Securities)) Y62159101 ------------------------------------------------------ (CUSIP NUMBER) Elizabeth W. Cochrane, Esq. c/o Arrowgrass Capital Partners (US) LP 245 Park Avenue New York, NY 10167 (212) 584-1161 ------------------------------------------------------ (Name, address and telephone number of person authorized to receive notices and communications) June 8, 2010 ------------------------------------------------------ (Date of event which requires filing of this statement)) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 7 Pages) - -------------------------------------------------------------------------------- The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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. Y62159101 13D Page 1 of 7 Pages - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS Arrowgrass Capital Partners (US) LP - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES ----------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 310,700 ordinary shares OWNED BY ----------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ----------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 310,700 ordinary shares - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,700 ordinary shares - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (see instructions) PN - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS Arrowgrass Capital Services (US) Inc. - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (see instructions) OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES ----------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 310,700 ordinary shares OWNED BY ----------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ----------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 310,700 ordinary shares - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,700 ordinary shares - ---------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (see instructions) CO - -------------------------------------------------------------------------------- CUSIP No. Y62159101 13D Page 6 of 7 Pages Pursuant to Rule 13D-2 promulgated under the Act, this Schedule 13D/A ("Amendment No. 3") amends the Schedule 13D filed on April 26, 2010 (the "Schedule 13D"), as previously amended by Amendment No. 1 dated May 17, 2010 and Amendment No. 2 dated May 20, 2010, by Arrowgrass Capital Partners (US) LP and Arrowgrass Capital Services (US) Inc. relating to the ordinary shares of Common Stock, $0.0001 par value per share (the "Shares") of Navios Maritime Acquisition Corporation, a Cayman Islands corporation (the "Company"). This Amendment constitutes an "exit" filing with respect to the Schedule 13D filed by the Reporting Persons Item 4. Purpose of the Transaction. Item 4 of the Schedule 13D is being amended and supplemented by the addition of the following: As previously disclosed, the Company announced that the vote on the Proposed Business Combination would take place at the annual meeting of shareholders. At the annual meeting of shareholders, the Proposed Business Combination was approved by the shareholders of the Company. Per their rights as a holder of Shares issued in the Company's initial public offering, the Reporting Persons chose to exercise their Conversion Rights and the Company redeemed 2,529,964 Shares held by the Reporting Persons into cash. As previously disclosed as Exhibit 1 to the Schedule 13D, ACS entered into the Option Agreement with Malibu Capital Partners, LLC for which the Reporting Persons requested confidential treatment. As previously disclosed, the Option Agreement was then terminated on May 19, 2010. Because the items of the Option Agreement for which confidential treatment were requested were subsequently made public, ACS has withdrawn its confidential treatment request with respect to the Option Agreement. The Option Agreement, without redaction, is incorporated by reference to Exhibit 2 to the Amendment to Schedule 13D filed by Malibu Partners LLC on June 3, 2010. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: A. Arrowgrass Capital Partners (US) LP (a) As of the date hereof, ACP may be deemed the beneficial owner of the 310,700 Shares held by AMF. Percentage: Approximately 1.4% as of the date hereof. The percentages used herein and in the rest of the Schedule 13D are calculated based upon 21,603,601 Shares outstanding, which reflects the number of Shares outstanding, as of June 3, 2010, as reported in the Company's Form 6-K filed on June 4, 2010. (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: See item (a) above. 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: See item (a) above. (c) The transactions in the Shares within the last sixty days on behalf of AMF, which were all in the open market unless otherwise noted, are set forth in Schedule B, and are incorporated herein by reference. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Shares. (e) June 8, 2010 B. Arrowgrass Capital Services (US) Inc. (a) As of the date hereof, ACS, as the General Partner of ACP, may be deemed the beneficial owner of the 310,700 Shares held by AMF. Percentage: Approximately 1.4% as of the date hereof. (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: See item (a) above. 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: See item (a) above. (c) The transactions in the Shares within the last sixty days on behalf of AMF, which were all in the open market unless otherwise noted, are set forth in Schedule B, and are incorporated herein by reference. (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Shares. (e) June 8, 2010. Item 7. Materials to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 1: Option Agreement (without redaction) dated April 14, 2010 by and among the parties named on the signature pages thereto (incorporated by reference to Exhibit No. 2 to the Amendment to Schedule 13D filed by the Malibu Reporting Persons on June 3, 2010). Exhibit 2: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: June 24, 2010 ARROWGRASS CAPITAL PARTNERS (US) LP ARROWGRASS CAPITAL SERVICES (US) INC. By: Arrowgrass Capital Services (US) By: /s/ SEAN FLYNN Inc., its General Partner -------------- Name: Sean Flynn Title Director By: /s/ SEAN FLYNN -------------- Name: Sean Flynn Title Director Schedule B DATE TRANSACTION TYPE NUMBER OF SHARES PRICE PER SHARE ($) - ---- ---------------- ---------------- ------------------- 5/25/10 Sale (112,300) 7.08 5/26/10 Sale (101,800) 6.88 6/8/10 Redemption (2,529,964) 9.91 6/14/10 Sale (5,000) 6.48 6/15/10 Sale (15,700) 6.49 6/16/10 Sale (40,000) 6.74 6/17/10 Sale (5,400) 6.79 6/18/10 Sale (10,000) 6.84 -----END PRIVACY-ENHANCED MESSAGE-----