SEC Form SC 13D/A filed by GasLog Partners LP (Amendment)

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The purpose of this Amendment No. 3 to the Schedule 13D filed by GasLog with the Securities and Exchange Commission (the “SEC”) on April 27, 2018, as amended by the Amendment No. 1 to Schedule 13D filed by GasLog with the SEC on November 27, 2018 and the Amendment No. 2 to Schedule 13D filed by GasLog with the SEC on June 26, 2019 (as amended, the “Amended Schedule 13D”), is to amend certain portions of the Amended Schedule 13D as described herein.  Except as set forth below, all Items in the Amended Schedule 13D remain unchanged.

Item 1. Security and Issuer

The last sentence of Item 1 of the Amended Schedule 13D is hereby amended and restated in its entirety to read as follows:

The principal executive offices of the Issuer are located at 69 Akti Miaouli, 18537 Piraeus, Greece.

Item 2. Identity and Background

Section (b) of Item 2 of the Amended Schedule 13D is hereby amended and restated in its entirety to read as follows:

(b) The principal business address of the Reporting Person is located at 69 Akti Miaouli, 18537 Piraeus, Greece.

Item 4. Purpose of Transaction

Item 4 of the Amended Schedule 13D is hereby amended by adding the following paragraphs above the last paragraph in Item 4:

On January 24, 2023, GasLog delivered an unsolicited non-binding proposal (the “Offer Letter”) to the Issuer’s board of directors to acquire all of the outstanding Common Units not already beneficially owned by GasLog.  In connection with the proposed transaction, each Common Unit would receive overall value of $7.70 per Common Unit in cash, consisting in part of a special distribution by the Issuer of $2.33 per Common Unit in cash to be distributed to the Issuer’s unitholders immediately prior to the closing of the proposed transaction and the remainder to be paid by GasLog as merger consideration at the closing of the proposed transaction.  The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 1 hereto and incorporated by reference in its entirety into this Item­­ 4.

There can be no assurance that any discussions that may occur between the Reporting Person and the Issuer with respect to the proposal contained in the Offer Letter will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement.

Discussions concerning a transaction may be terminated at any time and without prior notice. Except as may be required by law, the Reporting Person does not intend to disclose developments with respect to the foregoing unless and until the Issuer and the Reporting Person have entered into a definitive agreement to effect such transaction.

Item 7. Materials To Be Filed as Exhibits

Exhibit 1 — Letter, dated as of January 24, 2023, from GasLog to the Board of Directors of the Issuer.

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.

Date: January 25, 2023