Form SCHEDULE 13D/A Navios Maritime Partners Filed by: Frangou Angeliki
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Navios Maritime Partners L.P. (Name of Issuer) |
Common Units representing limited partner interests (Title of Class of Securities) |
(CUSIP Number) |
Vasiliki Papaefthymiou c/o Navios Shipmanagement Inc., 85 Akti Miaouli Piraeus, J3, 18538 (30) 2104595000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/12/2026 (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 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.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Angeliki Frangou | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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
GREECE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,039,090.00 | ||||||||
| 12 | Check 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)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The number of Common Units beneficially owned by Ms. Frangou includes 3,183,199 Common Units owned indirectly through N Shipmanagement Acquisition Corp., an entity affiliated with her, as well as 1,489,115 Common Units in aggregate owned indirectly through three other entities affiliated with her. In addition, Olympos Maritime Ltd., an entity affiliated with Ms. Frangou, is the general partner of the Issuer (the "General Partner"). As of March 12, 2026, the General Partner owns 622,296 general partnership units, representing an approximately 2.1% ownership interest in the Issuer based on all outstanding Common Units and general partnership units.
(2) Based on 28,546,011 Common Units of the Issuer outstanding as of March 5, 2026, based on information provided in the Issuer's Form 20-F, filed with the Securities and Exchange Commission on March 12, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
N Shipmanagement Acquisition Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check 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
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,183,199.00 | ||||||||
| 12 | Check 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)
11.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Based on 28,546,011 Common Units of the Issuer outstanding as of March 5, 2026, based on information provided in the Issuer's Form 20-F, filed with the Securities and Exchange Commission on March 12, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Units representing limited partner interests | |
| (b) | Name of Issuer:
Navios Maritime Partners L.P. | |
| (c) | Address of Issuer's Principal Executive Offices:
c/o Navios Shipmanagement Inc., 85 AKTI MIAOULI, Piraeus,
GREECE
, 18538. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends and supplements the Schedule 13D filed by Ms. Angeliki Frangou on October 26, 2021 (the "Original Schedule 13D"), as previously amended and supplemented by Amendment No. 1 filed on January 11, 2024, Amendment No. 2 filed on February 13, 2024, and Amendment No. 3 filed on March 6, 2024, relating to the common units ("Common Units") of Navios Maritime Partners L.P. (the "Issuer"). The Original Schedule 13D together with each of the Amendments thereto is referred to herein as the "Schedule 13D." Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
The last paragraph of Item 4 in Amendment No. 2 to the Schedule 13D is deleted in its entirety. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(c) and 5(d) of the Schedule 13D are each hereby supplemented to include the following:
The information contained in Item 6 under the heading "Pledge Agreements" is hereby incorporated by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented to include the following:
10b5-1 Plan
As disclosed in Amendment No. 2 to the Schedule 13D, Ms. Frangou intends, from time to time, through one or more of her investment vehicles, to purchase Common Units, including in open market transactions, block trades or otherwise. Raymar Investments S.A., an entity wholly-owned by Ms. Frangou, has entered into a Rule 10b5-1 trading plan with UBS Financial Services Inc. for the purpose of purchasing up to an aggregate $30,000,000 of Common Units (the "10b5-1 Plan"). The 10b5-1 Plan was designed to ensure that purchases are made in accordance with Rule 10b-18 under the Securities Exchange Act of 1934. A copy of the Plan is attached hereto as Exhibit 4.
Pledge Agreements
As disclosed in the Amendment No. 1 to the Schedule 13D filed on January 9, 2024, in connection with a facilities agreement (the "Facilities Agreement") between Amadeus Maritime S.A., which is indirectly wholly owned by Ms. Frangou ("Amadeus"), (as borrower) and Piraeus Bank S.A. (as lender), Amadeus and Ms. Frangou (as guarantor under the Facilities Agreement) pledged and granted securities interests in 12,772 Common Units and 366,775 Common Units, respectively. In connection with the amendment and restatement of the Facilities Agreement (the "Amended Facilities Agreement"), the pledges and securities interests referred to in the preceding sentence were terminated, and Ms. Frangou and certain entities that are wholly-owned by Ms. Frangou pledged an equal number of Common Units under new pledge agreements. The pledgors retain all voting rights and are entitled to receive all cash distributions with respect to the pledged units. The pledge agreements contain default and similar provisions that are standard for such agreements. Copies of the Pledge Agreements are attached hereto as Exhibits 5 and 6.
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| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby supplemented to include the following:
Exhibit No. Description
4 10b5-1 Plan by and between Raymar Investments S.A. and UBS Financial Services Inc.
5 Pledge Agreement, dated December 29, 2025, by and between Contralto Shipping Company, Angeliki Frangou and Piraeus Bank S.A.
6 Pledge Agreement, dated December 29, 2025, by and between Oliver Shipmanagement Inc. and Piraeus Bank S.A. | ||
| 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.
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ATTACHMENTS / EXHIBITS