UNITED
STATES
|
SECURITIES AND
EXCHANGE COMMISSION
|
Washington,
D.C. 20549
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SCHEDULE
13D
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(Amendment
No. 2)
|
Under
the Securities Exchange Act of 1934
|
Capital
Product Partners L.P.
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(Name
of Issuer)
|
Common
Units, representing limited partner interests
|
(Title
of Class of Securities)
|
Y11082107
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(CUSIP
Number)
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Ioannis
E. Lazaridis
|
Capital
Maritime & Trading Corp.
3
Iassonos Street
Piraeus,
18537, Greece
Tel:
+ 30 210 458 4950
|
with
a copy to:
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Gregory
M. Shaw, Esq.
|
Cravath,
Swaine & Moore LLP
CityPoint,
One Ropemaker Street,
|
London,
EC2Y 9HR, UK
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(Name,
Address and Telephone Number of Person Authorized to
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Receive
Notices and Communications)
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February
14, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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1
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NAMES
OF REPORTING PERSONS:
Capital
Maritime & Trading Corp.
|
||
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a)
o
(b)
o
|
||
3
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SEC
USE ONLY:
|
||
4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS):
OO
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||
5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
The
Republic of The Marshall Islands
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER:
11,304,651 Common
Units*
|
|
8
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SHARED
VOTING POWER:
-0-
|
||
9
|
SOLE
DISPOSITIVE POWER:
11,304,651 Common
Units*
|
||
10
|
SHARED
DISPOSITIVE POWER:
-0-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,304,651
Common Units*
|
||
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
45.6%*
|
||
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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Item 2.
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Identity
and Background
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Item 3.
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Source
and Amount of Funds or Other
Consideration
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Item 4.
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Purpose
of Transaction
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·
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The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the
Issuer;
|
·
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An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries;
|
·
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A
sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
|
·
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Any
change in the present board of directors or management of the General
Partner of the Issuer, including any plans or proposals to change the
number or term of officers or to fill any existing vacancies on the
management;
|
·
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Any
material change in the present capitalization or dividend policy of the
Issuer;
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·
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Any
other material change in the Issuer’s business or partnership
structure;
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·
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Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
|
·
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Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
|
·
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A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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·
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Any
action similar to any of those enumerated
above.
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·
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Certain
acquisitions, borrowings and capital expenditures by the Issuer, its
subsidiaries or the General
Partner;
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·
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Issuances
of equity interests in the Issuer or its subsidiaries;
and
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·
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Certain
dispositions of equity interests in, or assets of, the Issuer, the General
Partner or the Issuer’s
subsidiaries.
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Item 5.
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Interest
in Securities of the Issuer
|
CAPITAL
MARITIME & TRADING CORP.
|
|
/s/
Ioannis E.
Lazaridis
|
|
Name:
Ioannis E. Lazaridis
|
|
Title:
Chief Financial Officer
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Name
and Position
|
Principal
Occupation or Employment
and
Principal Business Address
|
Citizenship
|
||
Gregory
J. Timagenis
Chairman,
Director
|
Senior
Partner
Gr.
J. Timagenis Law Office
57
Notara Street (8th floor)
Piraeus,
18535, Greece
|
Greece
|
||
Evangelos
M. Marinakis
Director,
President and Chief Executive Officer
|
Director,
President and Chief Executive Officer
Capital
Maritime & Trading Corp.
3
Iassonos Street
Piraeus,
18537, Greece
|
Greece
|
||
Ioannis
E. Lazaridis
Director
and Chief Financial Officer
|
Capital
Maritime & Trading Corp.
Director
and Chief Financial Officer
3
Iassonos Street
Piraeus,
18537, Greece
|
Greece
|
||
John
C. Palios
Director
|
Partner
Gr.
J. Timagenis Law Office
57
Notara Street (8th floor)
Piraeus,
18535, Greece
|
Greece
|
||
Pierre
De Demandolx Dedons
Director
|
General
Partner
DPH
Conseils
3
Square Lamartine
75116
Paris, France
|
France
|
||
John
Xylas
Director
|
Chief
Executive Officer
Ariston
Navigation Corp.
57
Akti Miaouli & 2 Filellinon Street
Piraeus,
18536, Greece
|
Greece
|