UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
CAPITAL PRODUCT PARTNERS
L.P.
(Name of
Issuer)
Common
Units
(Title of
Class of Securities)
Y11082107
(CUSIP
Number)
December 31,
2008
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[X] Rule
13d-1(b)
[
] Rule
13d-1(c)
[ ] 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).
Continued
on following pages
Page 1 of
8 Pages
Exhibit
Index: Page 7
Page 2 of 8 Pages
|
1
|
Name
of Reporting Persons.
|
||||
| GPS Partners LLC | |||||
| I.R.S. Identification Nos. of above persons (entities only). | |||||
|
|
|||||
|
73-1735371
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|||||
|
2
|
Check the Appropriate Box if a Member of a Group | ||||
|
(a) o
|
|
||||
|
(b) o
|
|||||
|
3
|
SEC Use Only | ||||
|
4
|
Citizenship or Place of Incorporation | ||||
| Delaware, United States | |||||
| Number of |
5
|
Sole Voting Power | 1,222,136 | ||
| Shares | |||||
| Beneficially |
6
|
Shared Voting Power | None | ||
| Owned by Each | |||||
| Reporting |
7
|
Sole Dispositive Power | 1,222,136 | ||
| Person With | |||||
|
8
|
Shared Dispositive Power | None | |||
|
|
|||||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||||
|
1,222,136
|
|||||
|
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)
|
||||
|
7.63%
based on 16,011,629 Common Units (as defined below)
outstanding.
|
|||||
|
12
|
Type
of Reporting Person:
|
||||
| IA | |||||
Page 3 of 8 Pages
|
1
|
Name
of Reporting Persons.
|
||||
| I.R.S. Identification Nos. of above persons (entities only). | |||||
| Brett S. Messing | |||||
|
2
|
Check the Appropriate Box if a Member of a Group | ||||
|
(a) o
|
|
||||
|
(b) o
|
|||||
|
3
|
SEC Use Only | ||||
|
4
|
Citizenship or Place of Incorporation | ||||
| United States | |||||
| Number of |
5
|
Sole Voting Power | 1,222,136 | ||
| Shares | |||||
| Beneficially |
6
|
Shared Voting Power | None | ||
| Owned by Each | |||||
| Reporting |
7
|
Sole Dispositive Power | 1,222,136 | ||
| Person With | |||||
|
8
|
Shared Dispositive Power | None | |||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||||
|
1,222,136
|
|||||
|
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)
|
||||
|
7.63%
based on 16,011,629 Common Units outstanding.
|
|
||||
|
12
|
Type
of Reporting Person:
|
||||
| HC, IN | |||||
Page 4 of 8 Pages
|
Item
1(a).
|
Name
of Issuer:
|
| Capital Product Partners L.P. |
|
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
3
Iassonos Street
Pireaus
J3 18537
|
Item
2(a).
|
Name
of Person Filing
|
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence
|
|
Item
2(c).
|
Citizenship
|
GPS
Partners LLC
2120
Colorado Ave. Suite 250
Santa
Monica, CA 90404
United
States
Brett S.
Messing
2120
Colorado Ave. Suite 250
Santa
Monica, CA 90404
United
States
|
Item
2(d).
|
Title
of Class of Securities:
|
Common Units (the "Common
Units")
|
Item
2(e).
|
CUSIP
Number:
|
Y11082107
|
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:
|
GPS
Partners LLC is an investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E). Brett S. Messing is a control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
|
Item
4.
|
Ownership:
|
|
Item
4(a)
|
Amount
Beneficially Owned:
|
1,222,136
|
Item
4(b)
|
Percent
of Class:
|
7.63%
based on 16,011,629 Common Units outstanding.
|
Item
4(c)
|
Number
of Shares of which such person has:
|
Page 5 of 8 Pages
|
(i)
Sole power to vote or direct the vote:
|
1,222,136
|
|
(ii)
Shared power to vote or direct the vote:
|
None
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
1,222,136
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
None
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
[ ]
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
|
|
GPS
Partners LLC manages the assets of various advisory clients who have the
right to receive dividends from, or the proceeds from the sale of, the
securities described herein.
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
|
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:
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Statement
of Control Persons
The Statement on this Schedule 13G
dated February 17, 2009 with respect to the Common Units of Capital Product
Partners LP is filed by Brett S. Messing in accordance with the provisions of
Rule 13d-1(b) and Rule 13d-1(k), respectively, as the control person (HC) and an
individual (IN) of GPS Partners LLC.
GPS Partners LLC files this statement
on Schedule 13G in accordance with the provisions of Rule 13d-1(b) and Rule
13d-1(k), respectively, as a registered investment adviser
(IA).
Page 6 of 8 Pages
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:
February 17, 2009
|
GPS
Partners LLC
|
|
|
By:
/s/ Brett S.
Messing
|
||
|
Name:
Brett S. Messing
|
||
|
Title: Managing
Partner
|
||
|
By:
/s/ Steven A.
Sugarman
|
||
|
Name:
Steven A. Sugarman
|
||
|
Title: Partner
|
||
|
Date: February 17,
2009
|
Brett
S. Messing
|
|
|
/s/ Brett S. Messing
|
||
|
Brett
S. Messing, an individual
|
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Page 7 of 8 Pages
EXHIBIT
INDEX
|
Ex.
|
Page No.
|
|
|
A
|
Joint
Filing Agreement, dated February 17, 2009 by and among GPS Partners LLC
and Brett S. Messing
|
8
|
Page 8 of
8 Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Statement on this Schedule 13G, dated February
17, 2009 (the "Schedule 13G"), with respect to the common stock of Capital
Product Partners LP is filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities and
Exchange Act of 1934, as amended, and that this Agreement shall be included as
an Exhibit to this Schedule 13G. Each of the undersigned agrees to be
responsible for the timely filing of the Schedule 13G, and for the completeness
and accuracy of the information concerning itself contained therein. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
|
Date: February
17, 2009
|
GPS
Partners LLC
|
|
|
By:
/s/ Brett S.
Messing
|
||
|
Name:
Brett S. Messing
|
||
|
Title: Managing
Partner
|
||
|
By:
/s/ Steven A.
Sugarman
|
||
|
Name:
Steven A. Sugarman
|
||
|
Title: Partner
|
||
|
Date: February 17,
2009
|
Brett
S. Messing
|
|
|
/s/ Brett S. Messing
|
||
|
Brett
S. Messing, an individual
|