SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D*
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
Navios Maritime Acquisition Corporation
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(Name of Issuer)
Ordinary Shares, $0.0001 par value per share
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(Title of Class of Securities))
Y62159101
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(CUSIP NUMBER)
Elizabeth W. Cochrane, Esq.
c/o Arrowgrass Capital Partners (US) LP
245 Park Avenue
New York, NY 10167
(212) 584-1161
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 8, 2010
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(Date of event which requires filing of this statement))
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [x].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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. Y62159101 13D Page 1 of 7 Pages
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(1) NAME OF REPORTING PERSONS
Arrowgrass Capital Partners (US) LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
310,700 ordinary shares
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
310,700 ordinary shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
310,700 ordinary shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.4%
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(14) TYPE OF REPORTING PERSON (see instructions)
PN
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(1) NAME OF REPORTING PERSONS
Arrowgrass Capital Services (US) Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES -----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
310,700 ordinary shares
OWNED BY -----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING -----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
310,700 ordinary shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
310,700 ordinary shares
----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.4%
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(14) TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. Y62159101 13D Page 6 of 7 Pages
Pursuant to Rule 13D-2 promulgated under the Act, this Schedule 13D/A
("Amendment No. 3") amends the Schedule 13D filed on April 26, 2010 (the
"Schedule 13D"), as previously amended by Amendment No. 1 dated May 17, 2010 and
Amendment No. 2 dated May 20, 2010, by Arrowgrass Capital Partners (US) LP and
Arrowgrass Capital Services (US) Inc. relating to the ordinary shares of Common
Stock, $0.0001 par value per share (the "Shares") of Navios Maritime Acquisition
Corporation, a Cayman Islands corporation (the "Company"). This Amendment
constitutes an "exit" filing with respect to the Schedule 13D filed by the
Reporting Persons
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is being amended and supplemented by the
addition of the following:
As previously disclosed, the Company announced that the vote on the
Proposed Business Combination would take place at the annual meeting of
shareholders. At the annual meeting of shareholders, the Proposed Business
Combination was approved by the shareholders of the Company. Per their rights as
a holder of Shares issued in the Company's initial public offering, the
Reporting Persons chose to exercise their Conversion Rights and the Company
redeemed 2,529,964 Shares held by the Reporting Persons into cash.
As previously disclosed as Exhibit 1 to the Schedule 13D, ACS entered
into the Option Agreement with Malibu Capital Partners, LLC for which the
Reporting Persons requested confidential treatment. As previously disclosed, the
Option Agreement was then terminated on May 19, 2010. Because the items of the
Option Agreement for which confidential treatment were requested were
subsequently made public, ACS has withdrawn its confidential treatment request
with respect to the Option Agreement. The Option Agreement, without redaction,
is incorporated by reference to Exhibit 2 to the Amendment to Schedule 13D filed
by Malibu Partners LLC on June 3, 2010.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
A. Arrowgrass Capital Partners (US) LP
(a) As of the date hereof, ACP may be deemed the beneficial owner
of the 310,700 Shares held by AMF.
Percentage: Approximately 1.4% as of the date hereof.
The percentages used herein and in the rest of the
Schedule 13D are calculated based upon 21,603,601
Shares outstanding, which reflects the number of
Shares outstanding, as of June 3, 2010, as reported
in the Company's Form 6-K filed on June 4, 2010.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) The transactions in the Shares within the last sixty days on
behalf of AMF, which were all in the open market unless
otherwise noted, are set forth in Schedule B, and are
incorporated herein by reference.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Shares.
(e) June 8, 2010
B. Arrowgrass Capital Services (US) Inc.
(a) As of the date hereof, ACS, as the General Partner of ACP,
may be deemed the beneficial owner of the 310,700 Shares held
by AMF.
Percentage: Approximately 1.4% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the
disposition: See item (a) above.
(c) The transactions in the Shares within the last sixty days on
behalf of AMF, which were all in the open market unless
otherwise noted, are set forth in Schedule B, and are
incorporated herein by reference.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Shares.
(e) June 8, 2010.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Exhibit 1: Option Agreement (without redaction) dated April 14, 2010 by and
among the parties named on the signature pages thereto (incorporated by
reference to Exhibit No. 2 to the Amendment to Schedule 13D filed by the Malibu
Reporting Persons on June 3, 2010).
Exhibit 2: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: June 24, 2010
ARROWGRASS CAPITAL PARTNERS (US) LP ARROWGRASS CAPITAL SERVICES (US) INC.
By: Arrowgrass Capital Services (US) By: /s/ SEAN FLYNN
Inc., its General Partner --------------
Name: Sean Flynn
Title Director
By: /s/ SEAN FLYNN
--------------
Name: Sean Flynn
Title Director
Schedule B
DATE TRANSACTION TYPE NUMBER OF SHARES PRICE PER SHARE ($)
---- ---------------- ---------------- -------------------
5/25/10 Sale (112,300) 7.08
5/26/10 Sale (101,800) 6.88
6/8/10 Redemption (2,529,964) 9.91
6/14/10 Sale (5,000) 6.48
6/15/10 Sale (15,700) 6.49
6/16/10 Sale (40,000) 6.74
6/17/10 Sale (5,400) 6.79
6/18/10 Sale (10,000) 6.84