SC 13G 1 a07-3982_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Danaos Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y1968P 10 5

(CUSIP Number)

December 31, 2006

(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)

o

Rule 13d-1(c)

x

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. Y1968P 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Danaos Investments Limited as Trustee of the 883 Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New Zealand

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
43,687,195 shares of Common Stock

 

6.

Shared Voting Power
0 shares of Common Stock

 

7.

Sole Dispositive Power
43,687,195 shares of Common Stock

 

8.

Shared Dispositive Power
0 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
43,687,195 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
80.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2




 

CUSIP No. Y1968P 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John Coustas

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Greece

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
43,687,195 shares of Common Stock

 

6.

Shared Voting Power
0 shares of Common Stock

 

7.

Sole Dispositive Power
43,687,195 shares of Common Stock

 

8.

Shared Dispositive Power
0 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
43,687,195 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
80.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3




 

CUSIP No. Y1968P 10 5

Item 1.

 

(a)

Name of Issuer
Danaos Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
14 Akti Kondyli

185 45 Piraeus

Greece

 

Item 2.

 

(a)

Name of Person Filing
This statement is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) between (i) Danaos Investments Limited as Trustee of the 883 Trust, a trust established under the laws of England and Wales, and (ii) Dr. John Coustas (sometimes collectively referred to as the “Reporting Persons”).  Dr. Coustas is a Greek citizen.  Danaos Investments Limited is a New Zealand company.

 

(b)

Address of Principal Business Office or, if none, Residence

 

 

 Danaos Investments
 Limited as Trustee
 of the 883 Trust

c/o 14 Akti Kondyli
185 45 Piraeus
Greece

 

 

 John Coustas

c/o 14 Akti Kondyli
185 45 Piraeus
Greece

 

(c)

Citizenship
See Item 2(a) above.

 

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share (the “Common Stock”)

 

(e)

CUSIP Number
Y1968P 10 5

 

 

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)

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);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations 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).

 

Not applicable.

 

 

 

 

 

4




 

CUSIP No. Y1968P 10 5

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.

The following information is provided as of December 31, 2006:

Danaos Investments Limited as Trustee of the 883 Trust is the owner of 43,687,195 shares of Common Stock.  Danaos Investments Limited as Trustee of the 883 Trust has sole voting and dispositive control over these 43,687,195 shares of Common Stock. The beneficiaries of the trust are Dr. Coustas, his wife and his descendants.  Dr. Coustas has certain powers to remove and replace Danaos Investments Limited as Trustee of the 883 Trust and, accordingly, he may be deemed to beneficially own these 43,687,195 shares of Common Stock.

The following sets forth in tabular format the share ownership as to each of the Reporting Persons:

 

 

(a)

Amount beneficially owned:   

43,687,195 shares of Common Stock

 

(b)

Percent of class:   

80.0%

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

43,687,195 shares of Common Stock

 

 

(ii)

Shared power to vote or to direct the vote    

0 shares of Common Stock

 

 

(iii)

Sole power to dispose or to direct the disposition of   

43,687,195 shares of Common Stock

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0 shares of Common Stock

 

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   o.

 

Not applicable.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The 43,687,195 shares of Common Stock are held by Danaos Investments Limited as Trustee of the 883 Trust for the benefit of Dr. Coustas, his wife and his descendants.

 

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.

Certification

 

Not applicable.

 

[The remainder of this page intentionally left blank.]

5




 

CUSIP No. Y1968P 10 5

 

SIGNATURE

 

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

Date:  February 9, 2007

DANAOS INVESTMENTS LIMITED AS TRUSTEE
OF THE 883 TRUST

 

 

 

 

 

 

 

 

 

By:

/s/ John Coustas

 

 

 

Name: John Coustas

 

 

 

Title:  Director

 

 

 

 

 

 

 

 

 

 

 

/s/ John Coustas

 

 

 

John Coustas

 

 

6