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Share Name | Share Symbol | Market | Type |
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Oceanaut, | AMEX:OKN | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
UNITED STATES
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
The remainder of this cover page shall be filled
out for a reporting persons 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).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
2
|
of |
14
|
1 |
NAMES OF REPORTING PERSONS
Integrated Core Strategies (US) LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
714,220 |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
714,220 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
714,220 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
2.9% |
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
3
|
of |
14
|
1 |
NAMES OF REPORTING PERSONS
Cognizant Holdings, Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
CO |
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
4
|
of |
14
|
1 |
NAMES OF REPORTING PERSONS
Millennium International Management LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
PN |
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
5
|
of |
14
|
1 |
NAMES OF REPORTING PERSONS
Millennium International Management GP LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
-0- |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
-0- |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0% |
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
6
|
of |
14
|
1 |
NAMES OF REPORTING PERSONS
Millennium Management LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
714,220 |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
714,220 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
714,220 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
2.9% |
12 |
TYPE OF REPORTING PERSON
OO |
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
7
|
of |
14
|
1 |
NAMES OF REPORTING PERSONS
Israel A. Englander |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
|
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5 |
SOLE VOTING POWER
-0- |
6 |
SHARED VOTING POWER
714,220 |
|
7 |
SOLE DISPOSITIVE POWER
-0- |
|
8 |
SHARED DISPOSITIVE POWER
714,220 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
714,220 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
2.9% |
12 |
TYPE OF REPORTING
PERSON
IN |
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
8
|
of |
14
|
Item 1. | ||
|
(a) | Name of Issuer : |
|
||
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Oceanaut, Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the "Company"). | |
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||
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(b) | Address of Issuers Principal Executive Offices : |
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17th Km National Road
|
|
Item 2.
|
(a) | Name of Person Filing : |
|
(b) | Address of Principal Business Office : |
|
(c) | Citizenship : |
|
Integrated Core Strategies (US) LLC
666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
|
|
||
|
Cognizant Holdings, Ltd.
c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands |
|
|
||
|
Millennium International Management LP
666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
|
|
||
|
Millennium International Management GP LLC
666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
|
|
||
|
Millennium Management
LLC
666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
|
|
||
|
Israel A. Englander
c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States |
|
|
||
(d) | Title of Class of Securities : | |
common stock, par value $0.0001 per share ("Common Stock") | ||
|
||
(e) | CUSIP Number: | |
675227102 |
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
9
|
of |
14
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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); |
CUSIP
No.
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675227102
|
SCHEDULE 13G |
Page |
10
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14
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(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
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(h) | o | A savings association 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). |
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.
(a) Amount Beneficially Owned:
As of the date of this filing, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), is the beneficial owner of 714,220 shares of the Companys Common Stock. Integrated Core Strategies also holds 724,642 warrants. Each warrant will entitle the holder to purchase one share of the Companys Common Stock at a price of $6.00 ("Warrant"). The Warrants will become exercisable upon the Companys completion of a business combination. The Warrants will expire on March 1, 2012, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination and therefore, the Warrants are not currently exercisable.
Note: No Warrant will be exercisable and the Company will not be obligated to issue shares of Common Stock unless at the time a holder seeks to exercise such Warrant, an effective registration statement and a current prospectus relating to the Common Stock issuable upon exercise of the Warrant is available and the Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants.
As of the date of this filing, Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Cognizant Holdings"), has ceased to be the beneficial owner of any shares of the Companys Common Stock.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management, and thus may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. The foregoing should not be construed in and of itself as an admission by Millennium International Management or Millennium International Management GP as to beneficial ownership of the securities owned by Cognizant Holdings.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies, and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also is the general partner of the 100% shareholder of Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management and of Millennium International Management GP. Consequently, Mr. Englander may be deemed to be the beneficial owner of any securities owned by Integrated Core Strategies and/or Cognizant Holdings, as the case may be. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies and/or Cognizant Holdings, as the case may be.
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
11
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14
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(b) Percent of Class:
Integrated Core Strategies, Millennium Management and Mr. Englander may each be deemed to beneficially own 2.9% or 714,220 shares of the Companys Common Stock (see Item 4(a) above), which percentage was calculated based on 24,562,500 shares of Common Stock outstanding as of June 30, 2008, as per the Companys Form 6-K, dated September 3, 2008.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
714,220 (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
714,220 (See Item 4(a))
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 þ .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
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
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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.
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
12
|
of |
14
|
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 27, 2009, by and among Integrated Core Strategies (US) LLC, Cognizant Holdings, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.
CUSIP
No.
|
675227102
|
SCHEDULE 13G |
Page |
13
|
of |
14
|
||||
SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 27, 2009
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its managing member
By: Millennium Management LLC,
its general partner By: /s/ David NolanName: David Nolan
Title: Co-President
COGNIZANT HOLDINGS, LTD.
By: Millennium International Management LP,
as investment manager By: /s/ David NolanName: David Nolan
Title: Co-President
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/David NolanName: David Nolan
Title: Co-President
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
By: /s/David NolanName: David Nolan
Title: Executive Vice President
MILLENNIUM MANAGEMENT LLC
By: /s/David NolanName: David Nolan
Title: Co-President
/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
CUSIP No. 675227102SCHEDULE 13G
Page 14of 14EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Oceanaut, Inc., a corporation organized under the laws of the Republic of the Marshall Islands, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 27, 2009
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its managing member
By: Millennium Management LLC,
its general partner By: /s/ David NolanName: David Nolan
Title: Co-President
COGNIZANT HOLDINGS, LTD.
By: Millennium International Management LP,
as investment manager By: /s/ David NolanName: David Nolan
Title: Co-President
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/David NolanName: David Nolan
Title: Co-President
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
By: /s/David NolanName: David Nolan
Title: Executive Vice President
MILLENNIUM MANAGEMENT LLC
By: /s/David NolanName: David Nolan
Title: Co-President
/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005Israel A. Englander
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