UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

DIANA CONTAINERSHIPS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y2069P101
(CUSIP Number)
 
 

 

James Gilmore

12 West Capital Management LP

90 Park Avenue, 41st Floor

New York, New York 10016

646.216.7044

  

with a copy to:

Peter D. Greene, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 17th Floor

New York, New York 10020

646.414.6908

  

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
June 26, 2015
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*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 (“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.  Y2069P101
1. Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
  12 West Capital Management LP  
2. Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
3. SEC Use Only
4. Source of Funds (See Instructions):    AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): 
  Not Applicable  
6. Citizenship or Place of Organization:    Delaware, United States
 
  Number of 7. Sole Voting Power: 19,287,512 **  
  Shares Beneficially 8. Shared Voting Power: 0      
  Owned by      
  Each Reporting 9. Sole Dispositive Power: 19,287,512 **  
  Person With 10. Shared Dispositive Power: 0      
       
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
  19,287,512 **  
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): 
  Not Applicable  
13. Percent of Class Represented by Amount in Row (11):    26.1%**
14. Type of Reporting Person (See Instructions):   IA
                 

 

** 12 West Capital Management LP (the “Reporting Person”) serves as the investment manager to 12 West Capital Fund LP, a Delaware limited partnership (“12 West Onshore Fund”), and 12 West Capital Offshore Fund LP, a Cayman Islands exempted limited partnership (“12 West Offshore Fund”, and together with 12 West Onshore Fund, the “Funds”), and possesses the sole power to vote and the sole power to direct the disposition of all securities of Diana Containerships Inc. (the “Issuer”) held by the Funds. The general partner of the Reporting Person is 12 West Capital Management, LLC, a Delaware limited liability company (the “General Partner”). Joel Ramin, as the sole member of the General Partner, possesses the voting and dispositive power with respect to all securities beneficially owned by the Reporting Person.

 

 
 

 

As of the date of filing of this Schedule 13D Amendment No. 2 (the “Filing Date”), 12 West Onshore Fund holds 12,220,798 shares of common stock of the Issuer, par value $0.01 per share (the “Shares”), and 12 West Offshore Fund holds 7,066,714 Shares.

 

Based on information disclosed by the Issuer, including in the Issuer’s Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on May 12, 2015, there were 73,890,581 Shares deemed issued and outstanding as of the Filing Date. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Person is deemed to beneficially own 19,287,512 Shares, or 26.1% of the Shares deemed issued and outstanding as of the Filing Date.

  

Item 3.     Source and Amount of Funds or Other Consideration.

The 19,287,512 Shares reported in this Schedule 13D Amendment No. 2 were purchased by the Funds with cash from the assets of the Funds for an aggregate amount of $47,891,270.

 

Item 5.     Interest in Securities of the Issuer.

Based on information disclosed by the Issuer, including in the Issuer’s Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on May 12, 2015, there were 73,890,581 Shares deemed issued and outstanding as of the Filing Date. As of the Filing Date, 12 West Onshore Fund holds 12,220,798 Shares, and 12 West Offshore Fund holds 7,066,714 Shares. The Reporting Person, in its capacity as the investment manager of each of the Funds, has the sole power to vote and the sole power to direct the disposition of all securities of the Issuer held by the Funds. Accordingly, as of the Filing Date, for purposes of Reg. Section 240.13d-3, the Reporting Person may be deemed to beneficially own 19,287,512 Shares, or 26.1% of the Shares deemed issued and outstanding as of the Filing Date. This report shall not be deemed an admission that the Reporting Person, each Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Act of 1933, as amended (the “Securities Act”) or for any other purpose.

 

The following table details the transactions by the Reporting Person, on behalf of the Funds, in Shares during the period commencing sixty (60) days prior to June 26, 2015 (the “Effective Date”), and from the Effective Date through the Filing Date:

 

  Date Price per Share Type of Transaction Number of Shares  
           
  6/8/15 $2.5323 Open Market Purchase 24,818  
  6/17/15 $2.4923 Open Market Purchase 21,681  
  6/18/15 $2.4877 Open Market Purchase 100,000  
  6/22/15 $2.4639 Open Market Purchase 45,578  
  6/23/15 $2.4181 Open Market Purchase 135,000  
  6/25/15 $2.2800 Open Market Purchase 800  
  6/26/15 $2.2040 Open Market Purchase 100,000  

 

Except as set forth in this Schedule 13D Amendment No. 2, none of the persons identified in Item 2 of this Schedule 13D, as amended, has engaged in any transaction in Shares, or securities convertible for Shares, during the period commencing sixty (60) days prior to the Effective Date, and from the Effective Date through the Filing Date.

 

Other than the persons identified in Item 2 of this Schedule 13D, as amended, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer referred to in this Item 5.

 
 

 

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.

 

  July 2, 2015  
     
  12 WEST CAPITAL MANAGEMENT LP  
     
     
  By: 12 WEST CAPITAL MANAGEMENT, LLC,  
    its General Partner  
     
  By:    /s/ Joel Ramin                                            
          Joel Ramin  
           its Sole Member  
     

 

 

 

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).