0001193125-15-005783.txt : 20150109 0001193125-15-005783.hdr.sgml : 20150109 20150109091006 ACCESSION NUMBER: 0001193125-15-005783 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150109 DATE AS OF CHANGE: 20150109 GROUP MEMBERS: NOWACKI ASSET MANAGEMENT LLC GROUP MEMBERS: NOWACKI CAPITAL MANAGEMENT LLC GROUP MEMBERS: NOWACKI PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Box Ships Inc. CENTRAL INDEX KEY: 0001504795 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86186 FILM NUMBER: 15517734 BUSINESS ADDRESS: STREET 1: 15, Karamanli Avenue STREET 2: Voula CITY: Athens STATE: J3 ZIP: 16673 BUSINESS PHONE: 011 30 210 8914 600 MAIL ADDRESS: STREET 1: 15, Karamanli Avenue STREET 2: Voula CITY: Athens STATE: J3 ZIP: 16673 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nowacki Michael CENTRAL INDEX KEY: 0001630126 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 29525 CHAGRIN BLVD., SUITE 301 CITY: PEPPER PIKE STATE: OH ZIP: 44122 SC 13G 1 d849734dsc13g.htm SC 13G SC 13G

 

 

Securities and Exchange Commission,

Washington, D.C. 20549

 

 

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No._)*

 

 

Box Ships Inc.

(Name of Issuer)

Common Share, $0.01 par value

(Title of Class of Securities)

Y09675102

(CUSIP Number)

December 30, 2014

(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)

x 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. Y09675102   Page 2 of 9 Pages

 

  (1)   

Names of reporting persons

 

Nowacki Partners LP

  (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

 

Ohio

Number of shares beneficially owned by each reporting person

with:

   (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

1,590,917

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

1,590,917

  (9)  

Aggregate amount beneficially owned by each reporting person

 

1,590,917

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)  

Percent of class represented by amount in Row (9)

 

5.2%(1)

(12)  

Type of reporting person (see instructions)

 

PN

 

(1) Based on 30,791,715 shares outstanding as set forth in the Company’s Proxy Statement dated September 23, 2014.


CUSIP No. Y09675102   Page 3 of 9 Pages

 

  (1)   

Names of reporting persons

 

Nowacki Capital Management 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

 

Ohio

Number of shares beneficially owned by each reporting person

with:

   (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

1,590,917

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

1,590,917

  (9)  

Aggregate amount beneficially owned by each reporting person

 

1,590,917

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)  

Percent of class represented by amount in Row (9)

 

5.2%(1)

(12)  

Type of reporting person (see instructions)

 

OO, HC

 

(1) Based on 30,791,715 shares outstanding as set forth in the Company’s Proxy Statement dated September 23, 2014.


CUSIP No. Y09675102   Page 4 of 9 Pages

 

  (1)   

Names of reporting persons

 

Nowacki Asset Management 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

 

Ohio

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

 

226,964

  (9)  

Aggregate amount beneficially owned by each reporting person

 

226,964

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)  

Percent of class represented by amount in Row (9)

 

    .7%(1)

(12)  

Type of reporting person (see instructions)

 

OO, IA

 

(1) Based on 30,791,715 shares outstanding as set forth in the Company’s Proxy Statement dated September 23, 2014.


CUSIP No. Y09675102   Page 5 of 9 Pages

 

  (1)   

Names of reporting persons

 

Michael Nowacki

  (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

 

United States

Number of shares beneficially owned by each reporting person

with:

   (5)    

Sole voting power

 

12,900

   (6)   

Shared voting power

 

1,590,917

   (7)   

Sole dispositive power

 

12,900

   (8)   

Shared dispositive power

 

1,817,881

  (9)  

Aggregate amount beneficially owned by each reporting person

 

1,830,781

(10)  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)  

Percent of class represented by amount in Row (9)

 

5.9%(1)

(12)  

Type of reporting person (see instructions)

 

IN, HC

 

(1) Based on 30,791,715 shares outstanding as set forth in the Company’s Proxy Statement dated September 23, 2014.


Page 6 of 9 Pages

 

Item 1(a) Name of issuer: Box Ships Inc.

Item 1(b) Address of issuer’s principal executive offices: 15 Karamanli Ave., GR 166 73, Voula, Greece

2(a) Name of person filing:

Nowacki Partners LP

Nowacki Capital Management LLC

Nowacki Asset Management LLC

Michael Nowacki

2(b) Address or principal business office or, if none, residence:

The address of the principal business office of each of the filing persons is 29525 Chagrin Blvd., Suite 301, Pepper Pike, Ohio 44122.

2(c) Citizenship:

Nowacki Partners LP-Ohio

Nowacki Capital Management LLC-Ohio

Nowacki Asset Management LLC-Ohio

Michael Nowacki-United States

2(d) Title of class of securities:

Common Stock, $0.01 par value

2(e) CUSIP No.: Y09675102

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) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);

(e) ¨ 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 associations 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:                             


Page 7 of 9 Pages

 

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:

 

Nowacki Partners LP      1,590,917   
Nowacki Capital Management LLC      1,590,917   
Nowacki Asset Management LLC      226,964   
Michael Nowacki      1,830,781   

 

  (b) Percent of class:

 

Nowacki Partners LP      5.2%(1)   
Nowacki Capital Management LLC      5.2%(1)   
Nowacki Asset Management LLC      0.7%(1)   
Michael Nowacki      5.9%(1)   

 

(1) Based on 30,791,715 shares outstanding as set forth in the Company’s Proxy Statement dated September 23, 2014.

Nowacki Partners LP owns directly the all shares of Common Stock it beneficially owns. Nowacki Capital Management LLC, Nowacki Asset Management LLC and Michael Nowacki own directly no shares of Common Stock. Nowacki Capital Management LLC is the General Partner of Nowacki Partners LP. Pursuant to investment management agreements, Nowacki Asset Management LLC maintains investment power with respect to the securities held by certain clients. Michael Nowacki controls each of Nowacki Capital Management LLC and Nowacki Asset Management LLC, as Managing Member. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, (i) Nowacki Capital Management LLC and Michael Nowacki are deemed to beneficially own 1,590,917 shares of Common Stock owned by Nowacki Partners LP (constituting approximately 5.2% of the shares of Common Stock outstanding); and (ii) Nowacki Asset Management LLC and Michael Nowacki are deemed to beneficially own 226,964 shares of Common Stock owned by investment advisory clients of Nowacki Asset Management LLC (constituting approximately 0.7% of the shares of Common Stock outstanding). Each of Nowacki Partners LP, Nowacki Capital Management LLC, Nowacki Asset Management LLC and Michael Nowacki disclaims the existence of any group with respect to the ownership of Common Stock.


Page 8 of 9 Pages

 

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

 

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

 

Nowacki Partners LP      0   
Nowacki Capital Management LLC      0   
Nowacki Asset Management LLC      0   
Michael Nowacki      12,900   

 

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

 

Nowacki Partners LP      1,590,917   
Nowacki Capital Management LLC      1,590,917   
Nowacki Asset Management LLC      0   
Michael Nowacki      1,590,917   

 

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

 

Nowacki Partners LP      0   
Nowacki Capital Management LLC      0   
Nowacki Asset Management LLC      0   
Michael Nowacki      12,900   

 

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

 

Nowacki Partners LP      1,590,917   
Nowacki Capital Management LLC      1,590,917   
Nowacki Asset Management LLC      226,964   
Michael Nowacki      1,817,881   

Item 5. Ownership of 5 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 5 percent of the class of securities, check the following [            ].

Not Applicable

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Shares beneficially owned by Nowacki Asset Management LLC are owned by investment advisory clients of Nowacki Asset Management LLC, as to which it shares discretionary investment power with the investment advisory clients. Michael Nowacki is the Managing Member of Nowacki Asset Management LLC.

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


Page 9 of 9 Pages

 

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, other than activities solely in connection with a nomination under §240.14a–11.

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.

Dated: January 9, 2015

 

NOWACKI PARTNERS LP

By: Nowacki Capital Management LLC, General Partner

/s/ Michael Nowacki

By: Michael Nowacki
Title: Managing Member
NOWACKI CAPITAL MANAGEMENT LLC

/s/ Michael Nowacki

By: Michael Nowacki
Title: Managing Member
NOWACKI ASSET MANAGEMENT LLC

/s/ Michael Nowacki

By: Michael Nowacki
Title: Managing Member
MICHAEL NOWACKI

/s/ Michael Nowacki


Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the undersigned, of a statement on Schedule 13G (including amendments thereto) with respect to shares of the Common Stock of Box Ships Inc., and that this agreement be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 9th day of January, 2015.

 

NOWACKI PARTNERS LP
By: Nowacki Capital Management LLC, General Partner

/s/ Michael Nowacki

By: Michael Nowacki
Title: Managing Member
NOWACKI CAPITAL MANAGEMENT LLC

/s/ Michael Nowacki

By: Michael Nowacki
Title: Managing Member
NOWACKI ASSET MANAGEMENT LLC

/s/ Michael Nowacki

By: Michael Nowacki
Title: Managing Member
MICHAEL NOWACKI

/s/ Michael Nowacki