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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001104659-10-044668 0001389182 XXXXXXXX LIVE 8 Common Stock, par value $0.01 per share 04/04/2025 false 0001369241 Y1968P121 DANAOS CORPORATION c/o Danaos Shipping Co. Ltd. 14 Akti Kondyli Piraeus J3 185 45 Finnbarr D. Murphy (212) 459-7257 Goodwin Procter LLP 620 Eighth Avenue New York NY 10012 0001389182 N Danaos Investment Limited as Trustee of the 883 Trust PF N Q2 9338502.00 0.00 9338502.00 0.00 9338502.00 N 50.5 OO Y John Coustas PF N J3 9338502.00 0.00 9338502.00 0.00 9338502.00 N 50.5 IN (1) These shares of Common Stock are held by Danaos Investment Limited as Trustee of the 883 Trust ("DIL"), which has sole voting and dispositive control over these shares of Common Stock. The beneficiaries of the 883 Trust are Dr. Coustas and members of his immediate family. The board of directors of DIL consists of five members, none of whom is a beneficiary of the 883 Trust or member of the Coustas family, and has voting and dispositive control over the shares held by the 883 Trust. Dr. Coustas has certain powers to remove and replace DIL as Trustee of the 883 Trust and, accordingly, he may be deemed to beneficially own these 9,338,502 shares of Common Stock. This does not necessarily imply economic ownership of the securities. Common Stock, par value $0.01 per share DANAOS CORPORATION c/o Danaos Shipping Co. Ltd. 14 Akti Kondyli Piraeus J3 185 45 This Amendment No. 8 to the Statement on Schedule 13D originally filed on August 16, 2010, as amended by Amendment No. 1 on August 14, 2018, Amendment No. 2 on December 2, 2019, Amendment No. 3 on September 14, 2021, Amendment No. 4 on April 15, 2022, Amendment No. 5 on November 15, 2023 and Amendment No. 6 on November 13, 2024 and Amendment No. 7 on January 16, 2025 (the "Statement"), relates to the common stock, par value $0.01 per share ("Common Stock"), of Danaos Corporation, a Marshall Islands corporation (the "Company"), and is being filed by (i) Danaos Investment Limited, a company organized under the laws of New Zealand, as Trustee of the 883 Trust, a trust established under the laws of the Cayman Islands ("DIL"), and (ii) Dr. John Coustas ("Dr. Coustas" and, together with DIL as Trustee of the 883 Trust, the "Reporting Persons"). Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D. Item 2 of the Statement is hereby amended by adding the following sentence immediately after the first paragraph of Item 2: See Schedule A, as revised, hereto for information regarding the persons listed thereon. Item 3 of the Statement is hereby amended by adding the following paragraph prior to the last paragraph of Item 3: See the responses to Items 4, 5 and 6, which are incorporated by reference herein. Item 4 of the Statement is hereby amended by adding the following paragraphs to the end of Item 4: This Amendment No. 8 is being filed to update the percentage of outstanding Common Stock of the Company beneficially owned by the Reporting Persons to reflect repurchases by the Company under the Company's common stock repurchase program. Item 5 of the Statement is hereby amended and restated to read as follows: DIL, as Trustee of the 883 Trust, is the owner of 9,338,502 shares of Common Stock, which represents 50.5% of the outstanding shares of Common Stock. DIL, as Trustee of the 883 Trust, has sole voting and dispositive control over these shares of Common Stock. The beneficiaries of the 883 Trust are Dr. Coustas and members of his immediate family. The board of directors of DIL consists of five members, none of whom is a beneficiary of the 883 Trust or member of the Coustas family, or has voting and dispositive control over the shares held by the 883 Trust. Dr. Coustas has certain powers to remove and replace DIL as Trustee of the 883 Trust and, accordingly, he may be deemed to beneficially own these 9,338,502 shares of Common Stock. This does not necessarily imply economic ownership of the securities. Iraklis Prokopakis beneficially owns 200,270 shares of Common Stock, or approximately 1.1% of the outstanding shares of Common Stock. He has sole voting and dispositive power with respect to such shares. Evangelos Chatzis beneficially owns 50,000 shares of Common Stock, or less than 1.0% of the outstanding shares of Common Stock. He has sole voting and dispositive power with respect to such shares. During the period from March 21 to March 25, 2025, Mr. Chatzis sold an aggregate of 23,000 shares of Common Stock for an aggregate sales price of $1.9 million in open market transactions. Dimitrios Charkoplias beneficially owns 120 shares of Common Stock, or less than 1.0% of the outstanding shares of Common Stock. He has sole voting and dispositive power with respect to such shares. (a) See Items 11 and 13 on the cover pages to this Schedule 13D/A for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by each Reporting Person. Number of shares as to which each Reporting Person has: i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Amendment. ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Amendment. iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Amendment. iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Amendment. Other than as set forth in response to other items in this Amendment No. 8, which responses are incorporated by reference, no transactions in the Company's Common Stock by the Reporting Persons and the Shareholder Directors were effected in the past 60 days. The beneficiaries of the 883 Trust, which include Dr. Coustas and members of his family, have the right to receive any dividends from, or the proceeds from any sale of, shares of Common Stock owned of record by Danaos Investment Limited, as Trustee of the 883 Trust. Each of the Shareholder Directors has the right to receive any dividends from, or the proceeds from any sale of, shares of Common Stock that he owns. Not applicable. Item 6 of the Statement is hereby amended by adding the following paragraph. See the responses to Item 3, Item 4 and Item 5, which are incorporated by reference. Exhibit 1 Joint Filing Agreement, dated April 9, 2025, between Dr. John Coustas and DIL Exhibit 2 Amended and Restated Management Agreement, dated February 3, 2025, between Danaos Corporation and Danaos Shipping Company Limited (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 20-F filed March 5, 2025) Exhibit 3 Brokerage Services Agreement, dated February 3, 2025, among Danaos Corporation and Danaos Chartering Services Inc. (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 20-F, filed March 5, 2025) Exhibit 4 Amended and Restated Restrictive Covenant Agreement, dated February 3, 2025, among Danaos Corporation, Dr. John Coustas and DIL (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 20-F filed March 5, 2025) Danaos Investment Limited as Trustee of the 883 Trust /s/ Iraklis Prokopakis IRAKLIS PROKOPAKIS / Director 04/09/2025 /s/ Evangelos Chatzis EVANGELOS CHATZIS / Director 04/09/2025 John Coustas /s/ John Coustas John Coustas 04/09/2025