Amended Statement of Ownership (sc 13g/a)
15 February 2018 - 9:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Navios Maritime Midstream Partners L.P.
|
(Name of Issuer)
|
Common units representing limited partner interests
|
|
(Title of Class of Securities)
|
Y62134104
|
|
(CUSIP Number)
|
|
December
31, 2017
|
(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)
o
Rule
13d-1(c)
o
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 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. Y62134104
|
SCHEDULE 13G/A
|
Page 2
of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
Guggenheim Capital, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
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
0
|
6
|
SHARED VOTING POWER
720,620
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
720,620
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,620
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.72%
|
12
|
TYPE OF REPORTING PERSON
HC
|
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page
3 of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
Guggenheim Partners, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
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
0
|
6
|
SHARED VOTING POWER
720,620
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
720,620
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,620
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.72%
|
12
|
TYPE OF REPORTING PERSON
HC
|
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page 4
of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
GI Holdco II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
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
0
|
6
|
SHARED VOTING POWER
720,620
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
720,620
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,620
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.72%
|
12
|
TYPE OF REPORTING PERSON
HC
|
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page 5
of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
GI Holdco LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
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
0
|
6
|
SHARED VOTING POWER
720,620
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
720,620
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,620
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.72%
|
12
|
TYPE OF REPORTING PERSON
HC
|
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page 6
of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
Guggenheim Partners Investment Management Holdings, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
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
0
|
6
|
SHARED VOTING POWER
720,620
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
720,620
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,620
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.72%
|
12
|
TYPE OF REPORTING PERSON
HC
|
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page 7
of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
Guggenheim Funds Services, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
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
0
|
6
|
SHARED VOTING POWER
720,620
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
720,620
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,620
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.72%
|
12
|
TYPE OF REPORTING PERSON
HC
|
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page 8
of 14 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING
PERSONS
Guggenheim Funds Investment Advisors, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
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
0
|
6
|
SHARED VOTING POWER
720,620
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
720,620
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,620
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.72%
|
12
|
TYPE OF REPORTING PERSON
IA
|
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page 9
of 14 Pages
|
Item 1.
|
|
(a) Name of Issuer:
|
Navios Maritime Midstream Partners L.P.
|
|
(b) Address of Issuer’s Principal
Executive Offices
:
|
7 Avenue de Grande Bretagne
Office 11B2
Monte Carlo, MC 98000 Monaco
Item 2.
|
|
(a) Name of Person Filing:
|
This Statement is jointly filed by Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim
Partners Investment Management Holdings, LLC, Guggenheim Funds Services, LLC and Guggenheim Funds Investment Advisors, LLC
"(GFIA)". This statement relates to the shares of common units representing limited partner interests (the "Shares"), of the
Issuer beneficially owned directly by GFIA, a Delaware limited liability company. Guggenheim Capital, LLC is the majority
owner of Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management Holdings, LLC,
Guggenheim Funds Services, LLC and GFIA. GFIA is a registered investment adviser under Section 203 of the Investment Advisers
Act of 1940.
|
|
(b) Address
of Principal Business Office, or, if none, Residence:
|
Guggenheim Capital, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Partners, LLC: 227 West Monroe Street, Chicago, IL 60606
GI Holdco II LLC: 330 Madison Avenue, New York, NY 10017
GI Holdco LLC: 330 Madison Avenue, New York, NY 10017
Guggenheim
Partners Investment Management Holdings, LLC: 330 Madison Avenue, New York, NY 10017
Guggenheim Funds Services, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Funds Investment Advisors, LLC: 227 West Monroe Street, Chicago, IL 60606
Guggenheim Capital, LLC is a Delaware limited liability company.
Guggenheim Partners, LLC is a Delaware limited liability company.
GI Holdco II LLC is a Delaware limited liability company.
GI Holdco LLC is a Delaware limited liability company.
Guggenheim
Partners Investment Management Holdings, LLC is a Delaware limited liability company.
Guggenheim Funds Services, LLC is a Delaware
limited liability company.
Guggenheim Funds Investment Advisors, LLC is a Delaware limited liability company.
|
|
(d) Title of Class of Securities:
|
Common units representing limited partner interests
Y62134104
CUSIP
No. Y62134104
|
SCHEDULE 13G/A
|
Page 10
of 14 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)
|
o
|
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)
|
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)
|
x
|
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)
|
¨
|
A 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:
|
|
|
|
|
CUSIP
No. Y62134104
|
SCHEDULE 13G/A
|
Page
11 of 14 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:
As of December 31, 2017, Guggenheim Capital, LLC may be deemed the beneficial owner of 720,620 Shares, which amount includes
720,620 Shares beneficially owned directly by Guggenheim Funds Investment Advisors, LLC, and indirectly by Guggenheim Funds
Services, LLC, Guggenheim Partners Investment Management Holdings, LLC, GI Holdco LLC, GI Holdco II LLC and Guggenheim Partners,
LLC.
(b)
Percent of class:
3.72% of the Common units representing limited partner interests
(c)
Number of shares as to which the person has:
Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, Guggenheim Partners Investment Management
Holdings, LLC, Guggenheim Funds Services, LLC, Guggenheim Funds Investment Advisors, LLC
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to vote
or to direct the vote: 720,620
(iii) Sole power to dispose
or to direct the disposition of: 0
(iv) Shared power to dispose
or to direct the disposition of: 720,620
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page 12
of 14 Pages
|
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 5 percent of the class of securities, check the following
x
.
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Certain advisory clients of Guggenheim Funds Investment Advisors, LLC have the right to receive or the power to direct the
receipt of dividends from or the profits from the sale of the Shares reported herein.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
See
disclosure in Item 2 hereof.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
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.
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page 13
of 14 Pages
|
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:
February 14, 2018
|
Guggenheim Capital, LLC
|
|
By: Robert A. Saperstein
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
Guggenheim Partners, LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Senior Managing Director, Authorized Signatory
|
|
GI Holdco II LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
GI Holdco LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
Guggenheim Partners Investment Management Holdings,
LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
Guggenheim Funds Services, LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
Guggenheim Funds Investment Advisors, LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
CUSIP No. Y62134104
|
SCHEDULE 13G/A
|
Page 14
of 14 Pages
|
JOINT FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G/A with respect to the Common units representing limited partner interests of Navios Maritime Midstream Partners L.P., dated as of December 31, 2017 is, and any amendments thereto (including amendments on Schedule
13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated:
February 14, 2018
|
Guggenheim Capital, LLC
|
|
By: Robert A. Saperstein
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
Guggenheim Partners, LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Senior Managing Director, Authorized Signatory
|
|
GI Holdco II LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
GI Holdco LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
Guggenheim Partners Investment Management Holdings,
LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
Guggenheim Funds Services, LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
|
Guggenheim Funds Investment Advisors, LLC
|
|
By: Guggenheim Capital, LLC, parent company
|
|
|
|
|
|
By:
|
/s/
Robert A. Saperstein
|
|
|
Name:
|
Robert A. Saperstein
|
|
|
Title:
|
Authorized Signatory
|
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