Danaos Corp — Major Shareholding Notification 2007

Feb 9, 2007

SC 13G 1 a07-3982_1sc13g.htm SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

Danaos Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y1968P 10 5

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

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| CUSIP No. Y1968P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Danaos Investments Limited as Trustee of the 883 Trust | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization New Zealand | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 43,687,195 shares of Common Stock | | | 6. | Shared Voting Power 0 shares of Common Stock | | | 7. | Sole Dispositive Power 43,687,195 shares of Common Stock | | | 8. | Shared Dispositive Power 0 shares of Common Stock | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 43,687,195 shares of Common Stock | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 80.0% | | | 12. | Type of Reporting Person (See Instructions) OO | |

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| CUSIP No. Y1968P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) John Coustas | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | o | | | (b) | o | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization Greece | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 43,687,195 shares of Common Stock | | | 6. | Shared Voting Power 0 shares of Common Stock | | | 7. | Sole Dispositive Power 43,687,195 shares of Common Stock | | | 8. | Shared Dispositive Power 0 shares of Common Stock | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 43,687,195 shares of Common Stock | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | | | 11. | Percent of Class Represented by Amount in Row (9) 80.0% | | | 12. | Type of Reporting Person (See Instructions) IN | |

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CUSIP No. Y1968P 10 5
Item 1.
	(a)	Name of Issuer Danaos Corporation
	(b)	Address of Issuer’s
Principal Executive Offices 14 Akti Kondyli 185 45 Piraeus Greece
Item 2.
	(a)	Name of Person Filing This statement is being filed pursuant to a Joint Filing Agreement (attached
as Exhibit 1 and incorporated herein by reference) between (i) Danaos
Investments Limited as Trustee of the 883 Trust, a trust established under
the laws of England and Wales, and (ii) Dr. John Coustas (sometimes
collectively referred to as the “Reporting Persons”). Dr. Coustas is a Greek citizen. Danaos Investments Limited is a New Zealand
company.
	(b)	Address of Principal
Business Office or, if none, Residence
		Danaos Investments Limited as Trustee of the 883 Trust	c/o 14 Akti Kondyli 185 45 Piraeus Greece
		John Coustas	c/o 14 Akti Kondyli 185 45 Piraeus Greece
	(c)	Citizenship See Item 2(a) above.
	(d)	Title of Class of
Securities Common Stock, par value $0.01 per share (the “Common Stock”)
	(e)	CUSIP Number Y1968P 10 5
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)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	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)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
	Not applicable.

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CUSIP No. Y1968P 10 5 — Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
The following information is provided as of December 31, 2006: Danaos Investments Limited as Trustee of the 883 Trust is the owner of
43,687,195 shares of Common Stock.
Danaos Investments Limited as Trustee of the 883 Trust has sole voting
and dispositive control over these 43,687,195 shares of Common Stock. The
beneficiaries of the trust are Dr. Coustas, his wife and his
descendants. Dr. Coustas has certain
powers to remove and replace Danaos Investments Limited as Trustee of the 883
Trust and, accordingly, he may be deemed to beneficially own these 43,687,195
shares of Common Stock. The following sets forth
in tabular format the share ownership as to each of the Reporting Persons:
	(a)	Amount beneficially
owned: 43,687,195 shares of Common
Stock
	(b)	Percent of class: 80.0%
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote 43,687,195 shares of
Common Stock
		(ii)	Shared power to vote or to
direct the vote 0 shares of Common Stock
		(iii)	Sole power to dispose or
to direct the disposition of 43,687,195 shares of
Common Stock
		(iv)	Shared power to dispose or
to direct the disposition of 0 shares of Common Stock
Item 5.	Ownership of Five Percent
or Less of a Class
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following o .
	Not applicable.
Item 6.	Ownership of More than
Five Percent on Behalf of Another Person
The 43,687,195
shares of Common Stock are held by Danaos Investments Limited as Trustee of
the 883 Trust for the benefit of Dr. Coustas, his wife and his descendants.
Item 7.	Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
	Not applicable.
Item 8.	Identification and
Classification of Members of the Group
	Not applicable.
Item 9.	Notice of Dissolution of
Group
	Not applicable.
Item 10.	Certification
	Not applicable.

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CUSIP No. Y1968P 10 5

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 9, 2007

DANAOS INVESTMENTS LIMITED AS TRUSTEE OF THE 883 TRUST
By:	/s/ John Coustas
	Name: John Coustas
	Title: Director
	/s/ John Coustas
	John Coustas

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