EXPLANATORY STATEMENT
This Amendment No. 27 to Schedule 13D (“Amendment
No. 27”) 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. 27 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. 27 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 and March 20, 2018 (the “Schedule
13D”). Effective as of July 30, 2021, Washington
Investments, LLC became the sole member of Deep Water. Washington
Investments, LLC’s sole member is the Dennis Washington Trust.
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. 27, the Schedule 13D remains unmodified.
| Item 2. |
Identity and Background
|
(a) Washington Investments, LLC is added to this Schedule 13D as a
Reporting Person. Kyle Washington, formerly a member of the board
of directors of the Issuer, has been removed.
(b)-(c) Washington Investments, LLC is organized under the
laws of the State of Montana. The principal business of Washington
Investments, LLC is to manage and hold investments for the benefit
of its sole member, the Dennis Washington Trust. The address of the
principal office of Washington Investments, LLC is 101
International Drive, Missoula, Montana 59808.
(d) During the last five years, none of the Reporting Persons has
been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Person has
been party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was
or is subject to any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
| 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.
Effective July 30, 2021, the Dennis Washington Trust
transferred 100% of its ownership in Deep Water Holdings LLC to
Washington Investments, LLC. The Dennis Washington Trust is the
100% owner of Washington Investments, LLC.
| 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 change in the Common Shares disclosed in this Amendment
No. 27 is as a result of issuances of Common Shares by the
Issuer to the Reporting Persons pursuant to the Issuer’s dividend
reinvestment program in 2018.
| 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.
