Dynagas LNG Partners LP
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(Name of Issuer)
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Common Units
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(Title of Class of Securities)
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Y2188B108
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(CUSIP Number)
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Dynagas Holding Ltd.
Trust Company Complex
Ajeltake Road, Ajeltake Island
Majuro, Marshall Islands MH96960
With a copy to:
Gary J. Wolfe, Esq.
Keith J. Billotti, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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January 23, 2017
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [_].
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*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 disclosures provided in a prior cover page.
The information required on 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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Act (however, see the Notes). |
CUSIP No.
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Y2188B108
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Dynagas Holding Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[x]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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15,595,000 common units*
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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15,595,000 common units*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,595,000 common units*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.9%**
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2188B108
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Crowned Eagle Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[x]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Nevis
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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15,595,000 common units(1)*
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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15,595,000 common units(1)*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,595,000 common units(1)*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.9%**
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y2188B108
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Georgios Prokopiou
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[x]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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15,595,000 common units(1)*
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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15,595,000 common units(1)*
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,595,000 common units(1)*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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43.9%**
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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Y2188B108
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Item 1.
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Security and Issuer.
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This Schedule 13D is being filed with respect to the Common Units of the Partnership. The address of the Partnership's principal executive offices is 23, Rue Basse, 98000 Monaco.
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Item 2.
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Identity and Background.
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(a), (b), (c), (f)
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This Schedule 13D is being filed by (i) Dynagas Holding Ltd., a corporation organized under the laws of the Republic of the Marshall Islands, (ii) Crowned Eagle Limited, a corporation organized under the laws of Nevis, and (iii) and Mr. Georgios Prokopiou, a citizen of Greece who resides in Monaco (together, the "Reporting Persons").
The principal business address of Dynagas Holding is 23, Rue Basse, 98000 Monaco. The principal business of Dynagas Holding is to engage in the seaborne transportation industry through the ownership and operation of liquefied natural gas vessels. Konstantinos Lampsias is the President, Secretary, Treasurer and sole director of Dynagas Holding with a principal business address at 97 Poseidonos Ave & 2 Foivis Street, 166 74 Glyfada, Athens, Greece. Mr. Lampsias is a citizen of Greece. The principal business of Mr. Lampsias is with Dynagas Holding.
The principal business address of Crowned Eagle is Hunkins Waterfront Plaza, Suite 556, Main Street, Charlestown, Nevis. Crowned Eagle owns a 50.4% interest in Dynagas Holding. The remaining 49.6% interest in Dynagas Holding is indirectly beneficially owned by Mr. Prokopiou's four daughters through investment holding companies. Direct North Limited, a corporation organized under the laws of Mauritius, is the President and a director of Crowned Eagle. Direct Australis Limited, a corporation organized under the laws of Mauritius, is the Treasurer and a director of Crowned Eagle. Direct Title Limited, a corporation organized under the laws of Mauritius, is the Secretary and a director of Crowned Eagle. The principal business of the foregoing three entities is with Crowned Eagle and each have a principal business address at 12th Floor, Standard Chartered Tower, 19 Bank Street, Cybercity, Ebene, 72201, Republic of Mauritius.
The principal business address of Mr. Prokopiou is 23, Rue Basse, 98000 Monaco. Mr. Prokopiou also resides in Monaco. Mr. Prokopiou is the Chairman of the Board of Directors of the Partnership and is the ultimate beneficial owner of Crowned Eagle. As a result of the foregoing, the total Common Units reported as beneficially owned by each of Dynagas Holding and Crowed Eagle are reported as beneficially owned by Mr. Prokopiou
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(d)
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During the past five years, none of the Reporting Persons or any of the directors of officers listed above have been, to the best of their knowledge, convicted in a criminal proceeding.
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(e)
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During the past five years, none of the Reporting Persons or any of the directors or officers listed above have been, to the best of their knowledge, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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All of the 14,985,000 issued and outstanding Subordinated Units were converted into Common Units on a one-for-one basis for no additional consideration, effective January 23, 2017, upon the expiration of the Subordination Period as defined and set forth in Limited Partnership Agreement. No cash consideration was paid in connection with this conversion.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons at any time and from time to time may acquire additional Common Units or dispose of any or all of Common Units they own depending upon an ongoing evaluation of the investment in the Common Units, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.
The Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (d)
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As of the date hereof, Dynagas Holding may be deemed to be the beneficial owner of 15,595,000 Common Units, constituting 43.9% of the Partnership's Common Units based on 35,490,000 Common Units issued and outstanding. Dynagas Holding has the sole power to vote or direct the vote of 0 Common Units and the shared power to vote or direct the vote of 15,595,000 Common Units. Dynagas Holding has the sole power to dispose or direct the disposition of 0 Common Units and the shared power to dispose or direct the disposal of 15,595,000 Common Units.
As of the date hereof, Crowned Eagle, through its 50.4% ownership interest in Dynagas Holding, may be deemed to be the beneficial owner of 15,595,000 Common Units, constituting 43.9% of the Partnership's Common Units based on 35,490,000 Common Units issued and outstanding. Crowned Eagle has the sole power to vote or direct the vote of 0 Common Units and the shared power to vote or direct the vote of 15,595,000 Common Units. Crowned Eagle has the sole power to dispose or direct the disposition of 0 Common Units and the shared power to dispose or direct the disposal of 15,595,000 Common Units.
As of the date hereof, Mr. Prokopiou may be deemed to beneficially own 15,595,000 Common Units, through his ownership of Crowned Eagle and Dynagas Holding, constituting 43.9% of the Partnership's Common Units based on 35,490,000 Common Units issued and outstanding. Mr. Prokopiou has the sole power to vote or direct the vote of 0 Common Units and the shared power to vote or direct the vote of 15,595,000 Common Units. Mr. Prokopiou has the sole power to dispose or direct the disposition of 0 Common Units and the shared power to dispose or direct the disposal of 15,595,000 Common Units.
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(e)
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Other than the transactions described in Item 4 above, there have been no transactions by the Reporting Persons in the Common Units during the past 60 days.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Not applicable.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement by and between Reporting Persons.
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Exhibit B: Third Amended and Restated Agreement of Limited Partnership of Dynagas LNG Partners LP (incorporated herein by reference to the Partnership's Registration Statement on Form 8-A12, filed with the Securities and Exchange Commission on July 23, 2015).
Exhibit C: General Power of Attorney of Crowned Eagle Limited.
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February 6, 2017
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(Date)
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/s/ Georgios Prokopiou
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Georgios Prokopiou
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Dynagas Holding Ltd.
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By: /s/ Konstantinos Lampsias
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Name: Konstantinos Lampsias
Title: Sole Director
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Crowned Eagle Limited
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By: /s/ Ioannis Edipidis
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Name: Ioannis Edipidis
Title: Attorney-in-Fact
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/s/ Georgios Prokopiou
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Georgios Prokopiou
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Dynagas Holding Ltd.
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By: /s/ Konstantinos Lampsias
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Name: Konstantinos Lampsias
Title: Sole Director
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Crowned Eagle Limited
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By: /s/ Ioannis Edipidis
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Name: Ioannis Edipidis
Title: Attorney-in-Fact
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