Sec Form 3 Filing - Carlyle Group Management L.L.C. @ Seaspan CORP - 2018-03-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Carlyle Group Management L.L.C. 2. Issuer Name and Ticker or Trading Symbol Seaspan CORP [ SSW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE CARLYLE GROUP, 1001, PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2018 (Street) WASHINGTON, DC20004-2505 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Series D Preferred Shares 1,869,200 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carlyle Group Management L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC20004-2505 X Carlyle Group L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 X Carlyle Holdings II GP L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 X Carlyle Holdings II L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 X Carlyle Holdings III GP Management L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 X Carlyle Holdings III GP L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 X Carlyle Holdings III GP Sub L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 X Carlyle Holdings III L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 X Signatures Carlyle Group Management L.L.C., By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Officer 04/20/2018 Signature of Reporting Person Date The Carlyle Group L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ William E. Conway, Jr., Name:William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Officer 04/20/2018 Signature of Reporting Person Date Carlyle Holdings II GP L.L.C., By: The Carlyle Group L.P., its managing member, By: Carlyle Group Management L.L.C., its general partner, By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Off 04/20/2018 Signature of Reporting Person Date Carlyle Holdings II L.P., By: /s/ William E. Conway, Jr., Name:William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Officer 04/20/2018 Signature of Reporting Person Date Carlyle Holdings III GP Management L.L.C., By: The Carlyle Group L.P., its sole manager, By: Carlyle Group Management L.L.C., its general partner, By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Exec Chairman & Co-CIO 04/20/2018 Signature of Reporting Person Date Carlyle Holdings III GP L.P., By: Carlyle Holdings III GP Management L.L.C., its general partner, By: The Carlyle Group L.P., its sole manager, By: Carlyle Group Management L.L.C., its general partner, By: /s/ William E. Conway, Jr. 04/20/2018 Signature of Reporting Person Date Carlyle Holdings III GP Sub L.L.C., By: Carlyle Holdings III GP L.P., By: Carlyle Holdings III GP Management L.L.C., By: The Carlyle Group L.P., By: Carlyle Group Management L.L.C., By: /s/ William E. Conway, Jr. 04/20/2018 Signature of Reporting Person Date Carlyle Holdings III L.P., By: /s/ William E. Conway, Jr., Name: William E. Conway, Jr., Title: Co-Executive Chairman & Co-Chief Investment Officer 04/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes: (i) 47,028 shares of Series D Preferred Shares held by CP V Coinvestment A Cayman, L.P.; (ii) 9,628 shares of Series D Preferred Shares held by CP V Coinvestment B Cayman, L.P.; (iii) 17,423 shares of Series D Preferred Shares held by CAP III Co-Investment, L.P.; (iv) 1,363,936 shares of Series D Preferred Shares held by Carlyle Partners V Cayman TE, L.P.; (v) 356,417 shares of Series D Preferred Shares held by CAP III Maritime AIV, L.P.; and (vi) 74,768 shares of Series D Preferred Shares held by Carlyle-Eight Finance Asia Co-Investment Partners, L.P. ( 2 )Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of each of Carlyle Holdings II GP L.L.C. and Carlyle Holdings III GP Management L.L.C. ( 3 )Carlyle Holdings II GP L.L.C. is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of each of CP V General Partner, L.L.C. and CAP III, L.L.C. CP V General Partner, L.L.C. is the general partner of TC Group V Cayman, L.P., which is the general partner of each of CP V Coinvestment A Cayman, L.P. and CP V Coinvestment B Cayman, L.P. CAP III, L.L.C. is the general partner of CAP III General Partner, L.P., which is the general partner of CAP III Co-Investment, L.P. ( 4 )Carlyle Holdings III GP Management L.L.C. is the general partner of Carlyle Holdings III GP L.P., which is the sole member of Carlyle Holdings III GP Sub L.L.C., which is the general partner of Carlyle Holdings III L.P., which is the general partner of TC Group Cayman L.P., which is the general partner of TC Group Cayman Sub, L.P., which is the sole shareholder of each of CP V S3 GP, Ltd. and CAP III S3 Ltd. CP V S3 GP, Ltd. is the general partner of TC Group V Cayman S3, L.P., which is the general partner of Carlyle Partners V Cayman TE, L.P. CAP III S3 Ltd. is the general partner of CAP III General Partner S3, L.P., which is the general partner of each of CAP III Maritime AIV, L.P. and Carlyle-Eight Finance Asia Co-Investment Partners, L.P.

Remarks: Due to the limitations of the electronic filing system TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., CP V General Partner, L.L.C., TC Group V Cayman, L.P., CP V Coinvestment A Cayman, L.P., CP V Coinvestment B Cayman, L.P., CAP III, L.L.C., CAP III General Partner, L.P., CAP III Co-Investment, L.P., TC Group Cayman L.P., TC Group Cayman Sub, L.P., CP V S3 GP, Ltd., TC Group V Cayman S3, L.P., Carlyle Partners V Cayman TE, L.P., CAP III S3 Ltd., CAP III General Partner S3, L.P., CAP III Maritime AIV, L.P., and Carlyle-Eight Finance Asia Co-Investment Partners, L.P. are filing a separate Form 3.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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