| Item 1. | |
| (a) | Name of issuer:
KNOT Offshore Partners LP |
| (b) | Address of issuer's principal executive offices:
2 Queens Cross, Aberdeen, AB15 4YB, United Kingdom |
| Item 2. | |
| (a) | Name of person filing:
Astaris Capital Management LLP
Astaris Capital Management (UK) Limited
Astaris Capital Management (Cayman) Limited
Martin Beck |
| (b) | Address or principal business office or, if none, residence:
Astaris Capital Management LLP
3 Tilney Street
London W1K 1BQ
United Kingdom
Astaris Capital Management (UK) Limited
3 Tilney Street
London W1K 1BQ
United Kingdom
Astaris Capital Management (Cayman) Limited
P.O. Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Martin Beck
c/o Astaris Capital Management LLP
3 Tilney Street
London W1K 1BQ
United Kingdom |
| (c) | Citizenship:
Astaris Capital Management LLP - United Kingdom
Astaris Capital Management (UK) Limited - United Kingdom
Astaris Capital Management (Cayman) Limited - Cayman Islands
Martin Beck - United Kingdom |
| (d) | Title of class of securities:
Common Units Representing Limited Partner Interests |
| (e) | CUSIP No.:
Y48125101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Astaris Capital Management LLP - 2,207,299
Astaris Capital Management (UK) Limited - 2,207,299
Astaris Capital Management (Cayman) Limited - 2,207,299
Martin Beck - 2,207,299 |
| (b) | Percent of class:
Astaris Capital Management LLP - 6.5%
Astaris Capital Management (UK) Limited - 6.5%
Astaris Capital Management (Cayman) Limited - 6.5%
Martin Beck - 6.5% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Astaris Capital Management LLP - 0
Astaris Capital Management (UK) Limited - 0
Astaris Capital Management (Cayman) Limited - 0
Martin Beck - 0
|
| | (ii) Shared power to vote or to direct the vote:
Astaris Capital Management LLP - 2,207,299
Astaris Capital Management (UK) Limited - 2,207,299
Astaris Capital Management (Cayman) Limited - 2,207,299
Martin Beck - 2,207,299
|
| | (iii) Sole power to dispose or to direct the disposition of:
Astaris Capital Management LLP - 0
Astaris Capital Management (UK) Limited - 0
Astaris Capital Management (Cayman) Limited - 0
Martin Beck - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Astaris Capital Management LLP - 2,207,299
Astaris Capital Management (UK) Limited - 2,207,299
Astaris Capital Management (Cayman) Limited - 2,207,299
Martin Beck - 2,207,299
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 1 are directly owned by advisory clients of Astaris Capital Management LLP. None of those advisory clients may be deemed to beneficially own more than 5% of the Common Units Representing Limited Partner Interests. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto. |
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)