Mangrove Partners Master Fund Form 3 Navios Maritime Containers / NATHANIEL H. AUGUST 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^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

PO BOX 309, UGLAND HOUSE, S. CHURCH ST.

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2020

3. Issuer Name and Ticker or Trading Symbol
Navios Maritime Containers L.P. [ NMCI ]

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)
Common Units	3,307,750	D(2)

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
Cash settled total return swap (obligation to buy)	(1)	05/03/2023	Common Units	84,573	(1)	D(2)

1. Name and Address of Reporting Person^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

PO BOX 309, UGLAND HOUSE, S. CHURCH ST.

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANGROVE PARTNERS

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AUGUST NATHANIEL H.

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. These cash-settled total return swaps were entered into by The Mangrove Partners Master Fund, Ltd. ("Master Fund") with Morgan Stanley Capital Services LLC as the counterparty between April 4, 2019 and June 17, 2019 at prices between $1.93 and $2.26. The swaps can be settled and closed at any time by Master Fund. The swaps provide Master Fund with economic exposure to the Common Stock referenced in the swap (the "Subject Securities"), benefiting Master Fund if the price of the Common Stock increases, and benefiting counterparty if the price of the Common Stock decreases. The swap does not provide Master Fund with the power to vote or direct the voting or dispose of, or to dispose or direct the disposition of, the Subject Securities, nor the right to acquire such power over the Subject Securities. The Reporting Persons expressly disclaim beneficial ownership of the Subject Securities.

2. Master Fund, Mangrove Partners, the investment manager of Master Fund, and Nathaniel H. August, the principal of Mangrove Partners, may be deemed to indirectly beneficially own the securities reported herein and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any.

Remarks:

	/s/ Nathaniel H. August, as Director of Mangrove Partners as Investment Manager	11/23/2020
	/s/ Nathaniel H. August, Director	11/23/2020
	/s/ Nathaniel H. August	11/23/2020
	** Signature of Reporting Person	Date
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