EXPLANATORY STATEMENT
This Amendment No. 28 to Schedule 13D (“Amendment
No. 28”) relates to Common Shares, par value $0.01
per share (the “Common Shares”) of Atlas Corp., a
corporation organized and existing under the Republic of the
Marshall Islands (“Atlas” or the “Issuer”), formerly, Seaspan
Corporation. This Amendment No. 28 is being filed on
behalf of the following persons (collectively, the “Reporting
Persons”): Deep Water Holdings, LLC (“Deep Water”),
Washington Investments, LLC, The Roy Dennis Washington Trust (the
“Dennis Washington Trust”), Mr. Dennis R.
Washington, the Kyle Roy Washington 2014 Trust (the “Kyle
Washington 2014 Trust”), the Kyle Roy Washington 2005
Irrevocable Trust created under agreement dated July 15, 2005,
including all subsequent amendments, modifications and restatements
(the “Kyle Washington 2005 Trust”), the Kevin Lee Washington
2014 Trust (the “Kevin Washington 2014 Trust”), and Copper
Lion, Inc.
This Amendment No. 28 amends and supplements the Schedule 13D
previously filed with the Securities and Exchange Commission on
February 11, 2009, as amended on May 15, 2009 and as
subsequently amended on May 27, 2009, August 20, 2009,
August 31, 2009, September 11, 2009, October 6,
2009, May 28, 2010, June 23, 2010, March 18, 2011,
April 19, 2011, December 13, 2011, January 31, 2012,
March 13, 2012, March 28, 2012, August 2, 2012,
August 23, 2012, January 8, 2013, February 7, 2014,
November 12, 2014, January 13, 2015, February 22,
2016, May 19, 2016, May 27, 2016, April 10, 2017,
August 10, 2017, March 20, 2018 and August 23,2021
(the “Schedule 13D”). Effective as of July 30, 2021,
Washington Investments, LLC became the sole member of Deep
Water.
Unless otherwise noted, capitalized terms used herein without
definitions shall have the meanings assigned to them in the
Schedule 13D. Except as specifically set forth in this Amendment
No. 28, the Schedule 13D remains unmodified.
| Item 3. |
Source and Amount of Funds or Other
Consideration
|
Item 3 of this Schedule 13D is hereby amended and supplemented by
adding the following text to the end of Item 3.
Between August 26, 2021 and September 21, 2021, Deep
Water acquired 2,500,000 additional Common Shares in open market
transactions. Such purchases were funded with Deep Water’s working
capital. The average purchase price of such purchases during this
period was $15.34. As a result of such purchases, Deep Water’s
holdings in the Common Stock of Atlas increased from 18.4% to
19.4%, based on 246,952,839 Common Shares of the Issuer outstanding
as of July 9, 2021 as set forth in the Issuer’s Form
S-3ASR filed July 16,
2021.
| Item 4. |
Purpose of Transaction
|
Item 4 of this Schedule 13D is hereby amended and supplemented by
adding the following text to the end of Item 4.
The information set in forth in Item 3 is repeated here and
incorporated by this reference.
| Item 5. |
Interest in Securities of the Issuer
|
(a) See items 11 and 13 of the cover pages to this Schedule 13D for
the aggregate number of shares of Common Shares and percentage of
Common Shares beneficially owned by each of the Reporting
Persons.
(b) See items 7 through 10 of the cover pages to this Schedule 13D
for the number of shares of Common Shares beneficially owned by
each of the Reporting Persons as to which there is sole power to
vote or to direct the vote, shared power to vote or to direct the
vote and sole or shared power to dispose or to direct the
disposition.
(c) The information set in forth in Item 3 is repeated here and
incorporated by this reference.
(d) Except as set forth in this Schedule 13D, to the knowledge of
the Reporting Persons, no person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, securities covered by this Schedule 13D.
| Item 7. |
Materials to be Filed as Exhibits
|
10.1 Joint Filing Agreement, between Deep Water Holdings, LLC,
Washington Investments, LLC, the Dennis Washington Trust,
Mr. Dennis R. Washington, the Kyle Roy Washington 2014
Trust, the Kyle Roy Washington 2005 Trust, the Kevin Lee Washington
2014 Trust, and Copper Lion, Inc. dated August 23, 2021 and
incorporated by reference to Amendment No. 27 to this Schedule
13D dated August 23, 2021.
