Seaspan (SESCF) Form 3 Seaspan / Group Management L.L.C. Carlyle ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Carlyle Group Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2018

3. Issuer Name and Ticker or Trading Symbol
Seaspan CORP [ SSW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Preferred Shares	1,869,200	I	See footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Carlyle Group Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Group L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings II GP L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings II L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings III GP Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings III GP L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings III GP Sub L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings III L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Explanation of Responses:

1. Includes: (i) 47,028 shares of Series D Preferred Shares held by CP V Coinvestment A Cayman, L.P.; (ii) 9,628 shares of Series D Preferred Shares held by CP V Coinvestment B Cayman, L.P.; (iii) 17,423 shares of Series D Preferred Shares held by CAP III Co-Investment, L.P.; (iv) 1,363,936 shares of Series D Preferred Shares held by Carlyle Partners V Cayman TE, L.P.; (v) 356,417 shares of Series D Preferred Shares held by CAP III Maritime AIV, L.P.; and (vi) 74,768 shares of Series D Preferred Shares held by Carlyle-Eight Finance Asia Co-Investment Partners, L.P.

2. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of each of Carlyle Holdings II GP L.L.C. and Carlyle Holdings III GP Management L.L.C.

3. Carlyle Holdings II GP L.L.C. is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of each of CP V General Partner, L.L.C. and CAP III, L.L.C. CP V General Partner, L.L.C. is the general partner of TC Group V Cayman, L.P., which is the general partner of each of CP V Coinvestment A Cayman, L.P. and CP V Coinvestment B Cayman, L.P. CAP III, L.L.C. is the general partner of CAP III General Partner, L.P., which is the general partner of CAP III Co-Investment, L.P.

4. Carlyle Holdings III GP Management L.L.C. is the general partner of Carlyle Holdings III GP L.P., which is the sole member of Carlyle Holdings III GP Sub L.L.C., which is the general partner of Carlyle Holdings III L.P., which is the general partner of TC Group Cayman L.P., which is the general partner of TC Group Cayman Sub, L.P., which is the sole shareholder of each of CP V S3 GP, Ltd. and CAP III S3 Ltd. CP V S3 GP, Ltd. is the general partner of TC Group V Cayman S3, L.P., which is the general partner of Carlyle Partners V Cayman TE, L.P. CAP III S3 Ltd. is the general partner of CAP III General Partner S3, L.P., which is the general partner of each of CAP III Maritime AIV, L.P. and Carlyle-Eight Finance Asia Co-Investment Partners, L.P.

Remarks:

Due to the limitations of the electronic filing system TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., CP V General Partner, L.L.C., TC Group V Cayman, L.P., CP V Coinvestment A Cayman, L.P., CP V Coinvestment B Cayman, L.P., CAP III, L.L.C., CAP III General Partner, L.P., CAP III Co-Investment, L.P., TC Group Cayman L.P., TC Group Cayman Sub, L.P., CP V S3 GP, Ltd., TC Group V Cayman S3, L.P., Carlyle Partners V Cayman TE, L.P., CAP III S3 Ltd., CAP III General Partner S3, L.P., CAP III Maritime AIV, L.P., and Carlyle-Eight Finance Asia Co-Investment Partners, L.P. are filing a separate Form 3.

	Carlyle Group Management L.L.C., By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Officer	04/20/2018
	The Carlyle Group L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Officer	04/20/2018
	Carlyle Holdings II GP L.L.C., By: The Carlyle Group L.P., its managing member, By: Carlyle Group Management L.L.C., its general partner, By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Off	04/20/2018
	Carlyle Holdings II L.P., By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Officer	04/20/2018
	Carlyle Holdings III GP Management L.L.C., By: The Carlyle Group L.P., its sole manager, By: Carlyle Group Management L.L.C., its general partner, By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Exec Chairman & Co-CIO	04/20/2018
	Carlyle Holdings III GP L.P., By: Carlyle Holdings III GP Management L.L.C., its general partner, By: The Carlyle Group L.P., its sole manager, By: Carlyle Group Management L.L.C., its general partner, By: /s/ William E. Conway, Jr.	04/20/2018
	Carlyle Holdings III GP Sub L.L.C., By: Carlyle Holdings III GP L.P., By: Carlyle Holdings III GP Management L.L.C., By: The Carlyle Group L.P., By: Carlyle Group Management L.L.C., By: /s/ William E. Conway, Jr.	04/20/2018
	Carlyle Holdings III L.P., By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Officer	04/20/2018
	** Signature of Reporting Person	Date
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