sparrow13dam3071414.htm
 

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

 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 

 
ULTRAPETROL (BAHAMAS) LIMITED
(Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

P94398107
(CUSIP Number)

  Sparrow Capital Investments Ltd.
c/o Southern Cross Group
Dr. Luis Bonavita 1294
Innovation Center, Suite 102
Montevideo CP 11,300 Uruguay
Attention: Gonzalo Alende Serra
Tel: (598) 2626-2310
 
Copy to:
Chadbourne & Parke LLP
1301 Avenue of the Americas
New York, NY 10019
Attention:  Morton E. Grosz
Tel.:  (212) 408-5592
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
November 23, 2016
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [   ]
 
Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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).
 
 

 
 

 
 
CUSIP No. P94398107
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
  Sparrow Capital Investments Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  The Bahamas
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 

  119,266,821*  
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  CO
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.
 
 
 
 
2

 
CUSIP No. P94398107
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
  Sparrow CI Sub Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  The Bahamas
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  119,266,821*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  CO
 
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.

 
 
 
3

 
CUSIP No. P94398107

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
  Triton Shipping Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  The Bahamas
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  119,266,821*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  CO
 
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.
 
 
 
 
4

 
CUSIP No. P94398107
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 Quattro Shipping Holdings Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  The Bahamas
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  119,266,821*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  CO
 
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.
 
 
 
 
5

 
CUSIP No. P94398107
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
  Southern Cross Latin America Private Equity Fund III, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  Ontario, Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  119,266,821*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  PN
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.
 
 
 

6

 
CUSIP No. P94398107
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
  Southern Cross Capital Partners III, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  Ontario, Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  119,266,821*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  PN
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.
 
 
 
 
7

 
CUSIP No. P94398107
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
  SC GP Company III
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  119,266,821*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  CO
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.
 
 
 
 
8

 
 
CUSIP No. P94398107
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
  Southern Cross Latin America Private Equity Fund IV, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  Ontario, Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  119,266,821*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  PN
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.
 
 
 
 
9

 
CUSIP No. P94398107
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
  Southern Cross Capital Partners IV, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  Ontario, Canada
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  119,266,821*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  PN
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.
 
 
 
 
10

 
 
CUSIP No. P94398107
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
  SC GP Company IV Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
  Ireland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
  0
 
 
 
 
8
SHARED VOTING POWER
 
 
  119,266,821*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
  119,266,821*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  119,266,821*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
  84.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
  CO
 
 
 
 
 
* Represents (i) 103,206,821 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow Capital Investments Ltd., and (ii) 16,060,000 shares of common stock of Ultrapetrol (Bahamas) Limited held for the account of Sparrow CI Sub Ltd.  See Item 5 of this Schedule 13D.
 
 
 
 
11



This Amendment No. 6 to Schedule 13D ("Amendment No. 6") relates to the Common Stock, par value $0.01 per share, of Ultrapetrol (Bahamas) Limited, a Bahamas corporation (the "Issuer"), which has its principal executive office at Ocean Centre, Montagu Foreshore, East Bay St., Nassau, Bahamas, P.O. Box SS-19084.  This Amendment No. 6 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Persons with respect to the Issuer on December 20, 2012, Amendment No. 1 thereto filed on June 14, 2013, Amendment No. 2 thereto filed on February 24, 2014, Amendment No. 3 thereto filed on July 15, 2014, Amendment No. 4 thereto filed on September 8, 2014 and Amendment No. 5 thereto filed on November 18, 2016 (together, the "Schedule 13D").  All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Schedule 13D.  Only those items amended are reported herein.

ITEM 2. IDENTITY AND BACKGROUND
(a) Mr. Sebastian Villa has resigned as a director of Sparrow, Sparrow 2, Triton and Quattro effective as of  November 14, 2016.

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
The aggregate purchase price for the proposed acquisition of the Issuer's river business described in Item 4 below (the "River Business Acquisition") by Sparrow River Investments Ltd. ("Sparrow River") is $73,000,000 and the aggregate purchase price for the proposed acquisition of the Issuer's offshore business described in Item 4 below (the "Offshore Business Acquisition") by Sparrow Offshore Investments Ltd. ("Sparrow Offshore") is $2,500,000.
Sparrow is considering various sources of funds for the River Business Acquisition and the Offshore Business Acquisition reported herein, including funds acquired through capital contributions from its shareholders and/or borrowed funds.  Such funds might be provided from general funds available to the Reporting Persons and the applicable subsidiaries and affiliates thereof, including through capital contributions made by their partners.

ITEM 4. PURPOSE OF TRANSACTION
On November 23, 2016, the Issuer and certain of its subsidiaries entered into an investment agreement (the "Investment Agreement") with Sparrow River, Sparrow Offshore, Fund III and Fund IV, which Investment Agreement is attached hereto as Exhibit J.  Sparrow River and Sparrow Offshore are subsidiaries of Sparrow.  The Investment Agreement sets forth the terms and conditions of the purchase of the Issuer's river business by Sparrow River and, under certain circumstances, the purchase of the Issuer's offshore business by Sparrow Offshore, in connection with the Issuer's previously announced Restructuring.
Under the terms of the Investment Agreement, Sparrow River will purchase the Issuer's river business for $73,000,000, which cash would be used to retire the Issuer's 8.875% First Preferred Ship Mortgage Notes due 2021 and to purchase the outstanding credit facilities with the International Finance Corporation and the OPEC Fund for International Development as set forth in the Restructuring Support Agreement.  In addition, if the Issuer completes its agreement with the lenders to its offshore business to pursue an out-of-court restructuring of the loans to the offshore business, Sparrow Offshore will purchase the equity of UP Offshore (Bahamas) Ltd., which is the direct owner of the Issuer's offshore business subsidiaries, for $2,500,000.
The terms and conditions of the Investment Agreement are described in further detail in Exhibit 99.1 of the Form 6-K of the Issuer filed on November 28, 2016 with the Securities and Exchange Commission and which is hereby incorporated by reference herein.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The information set forth in Item 4 of this Amendment No. 6 is hereby incorporated by reference in this Item 6.
 
 
12

As discussed in Item 4 above, the parties thereto have executed the Investment Agreement.  The description of the Investment Agreement contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreement, which is filed as an exhibit hereto and incorporated by reference herein.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit J:
Investment Agreement dated as of November 23, 2016 by and among Ultrapetrol (Bahamas) Limited, certain subsidiaries of the Issuer party thereto, Sparrow River Investments Ltd., Sparrow Offshore Investments Ltd., Southern Cross Latin America Private Equity Fund III, L.P. and Southern Cross Latin America Private Equity Fund IV, L.P. (incorporated by reference to Exhibit 99.2 of the Form 6-K of Ultrapetrol (Bahamas) Limited filed on November 28, 2016 with the Securities and Exchange Commission)
 
 
 
 
 
 
 
 
 
 
13

 
SIGNATURE

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

Dated: November 29, 2016
 
 
 
SPARROW CAPITAL INVESTMENTS LTD.
 
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director
 
 
SPARROW CI SUB LTD.
 
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director
 
 
TRITON SHIPPING LTD.
 
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director
 
 
QUATTRO SHIPPING HOLDINGS LTD.
 
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director
 
 
SOUTHERN CROSS LATIN AMERICA PRIVATE EQUITY FUND III, L.P.
 
By: Southern Cross Capital Partners III, L.P., its general partner
 
By: SC GP Company III, its general partner
   
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director
 
 
SOUTHERN CROSS CAPITAL PARTNERS III, L.P.
 
By: SC GP Company III, its general partner
   
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director
   
 
SC GP COMPANY III
   
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director
 
 
 
14

 
 
 
SOUTHERN CROSS LATIN AMERICA PRIVATE EQUITY FUND IV, L.P.
 
By: Southern Cross Capital Partners IV, L.P., its general partner
 
By: SC GP Company IV, its general partner
   
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director
 
 
SOUTHERN CROSS CAPITAL PARTNERS IV, L.P.
 
By: SC GP Company IV Limited, its generalpartner
   
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director
 
 
SC GP COMPANY IV LIMITED
   
 
By:
/s/ Ricardo Rodriguez
   
Name: Ricardo Rodriguez
   
Title: Director

 
 
 
 
 
 
 
 
 
 
 
 
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