Edgar Filing: Capital Product Partners L.P.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

Capital Product Partners L.P.

(Name of Issuer)

Common Units, representing limited partner interests

(Title of Class of Securities)

Y11082107

(CUSIP Number)

July 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

* 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 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).

CUSIP No.			Y11082107

1) Name of Reporting Person			Lehman Brothers Holdings Inc.

S.S. or I.R.S. Identification No. of Above Person			13-3216325

2) Check the Appropriate Box if a Member of a Group			(a) o
			(b) o

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			959,800 ⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			959,800 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				959,800 ⁽¹⁾

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11) Percent of Class Represented by Amount in Row 9				7.1% ⁽²⁾

12) Type of Reporting Person				HC/CO

⁽¹⁾ As of November 27, 2007. Beneficial ownership as of July 31, 2007 was 979,800 common units, or 7.3% of the Issuer’s outstanding common units.

⁽²⁾ Based on 13,512,500 common units outstanding as of April 2, 2007, as reported on Form 6-K filed on April 2, 2007.

CUSIP No.			Y11082107

1) Name of Reporting Person			Lehman Brothers Inc.

S.S. or I.R.S. Identification No. of Above Person			13-2518466

2) Check the Appropriate Box if a Member of a Group			(a) o
			(b) o

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			612,000 ⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			612,000 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				612,000 ⁽¹⁾

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11) Percent of Class Represented by Amount in Row 9				4.5% ⁽²⁾

12) Type of Reporting Person				BD/CO

⁽¹⁾ As of November 27, 2007. Beneficial ownership as of July 31, 2007 was 979,800 common units, or 7.3% of the Issuer’s outstanding common units.

⁽²⁾ Based on 13,512,500 common units outstanding as of April 2, 2007, as reported on Form 6-K filed on April 2, 2007.

CUSIP No.			Y11082107

1) Name of Reporting Person			Lehman Brothers MLP Opportunity Associates LLC

S.S. or I.R.S. Identification No. of Above Person			20-8727524

2) Check the Appropriate Box if a Member of a Group			(a) o
			(b) o

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			347,800 ⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			347,800 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				347,800 ⁽¹⁾

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11) Percent of Class Represented by Amount in Row 9				2.6% ⁽²⁾

12) Type of Reporting Person				OO

⁽¹⁾ As of November 27, 2007. Beneficial ownership as of July 31, 2007 was 250,000 common units, or 1.9% of the Issuer’s outstanding common units.

⁽²⁾ Based on 13,512,500 common units outstanding as of April 2, 2007, as reported on Form 6-K filed on April 2, 2007.

CUSIP No.			Y11082107

1) Name of Reporting Person			Lehman Brothers MLP Opportunity Associates LP

S.S. or I.R.S. Identification No. of Above Person			20-8727697

2) Check the Appropriate Box if a Member of a Group			(a) o
			(b) o

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			347,800 ⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			347,800 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				347,800 ⁽¹⁾

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11) Percent of Class Represented by Amount in Row 9				2.6% ⁽²⁾

12) Type of Reporting Person				PN

⁽¹⁾ As of November 27, 2007. Beneficial ownership as of July 31, 2007 was 250,000 common units, or 1.9% of the Issuer’s outstanding common units.

⁽²⁾ Based on 13,512,500 common units outstanding as of April 2, 2007, as reported on Form 6-K filed on April 2, 2007.

CUSIP No.			Y11082107

1) Name of Reporting Person			Lehman Brothers MLP Opportunity Fund LP

S.S. or I.R.S. Identification No. of Above Person			20-8727922

2) Check the Appropriate Box if a Member of a Group			(a) o
			(b) o

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			347,800 ⁽¹⁾

	6)	Shared Voting Power			-0-

	7)	Sole Dispositive Power			347,800 ⁽¹⁾

	8)	Shared Dispositive Power			-0-


9) Aggregate Amount Beneficially Owned by Each Reporting Person				347,800 ⁽¹⁾

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares				o

11) Percent of Class Represented by Amount in Row 9				2.6% ⁽²⁾

12) Type of Reporting Person				PN

⁽¹⁾ As of November 27, 2007. Beneficial ownership as of July 31, 2007 was 250,000 common units, or 1.9% of the Issuer’s outstanding common units.

⁽²⁾ Based on 13,512,500 common units outstanding as of April 2, 2007, as reported on Form 6-K filed on April 2, 2007.

Item 1(a).	Name of Issuer:

	Capital Product Partners LP

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	3 Iassonos Street
	Piraeus, 18537 Greece

Item 2(a).	Name of Person(s) Filing:

	Lehman Brothers Holdings Inc.
	Lehman Brothers Inc.
	Lehman Brothers MLP Opportunity Associates LLC
	Lehman Brothers MLP Opportunity Associates LP
	Lehman Brothers MLP Opportunity Fund LP

Item 2(b).	Address of Principal Business Office:

	Lehman Brothers Holdings Inc.
	745 Seventh Avenue
	New York, New York 10019

	Lehman Brothers Inc.
	745 Seventh Avenue
	New York, New York 10019

	Lehman Brothers MLP Opportunity Associates LLC
	399 Park Avenue
	New York, New York 10022

	Lehman Brothers MLP Opportunity Associates LP
	399 Park Avenue
	New York, New York 10022

	Lehman Brothers MLP Opportunity Fund LP
	399 Park Avenue
	New York, New York 10022


Item 2(c).	Citizenship or Place of Organization:

	Lehman Brothers Holdings Inc. (“Holdings”) is a corporation organized under the laws of the State of Delaware.

	Lehman Brothers Inc. (“LBI”) is a corporation organized under the laws of the State of Delaware.

	Lehman Brothers MLP Opportunity Associates LLC (“LB MLP Assoc LLC”) is a limited liability company formed under the laws of the State of Delaware.

	Lehman Brothers MLP Opportunity Associates LP (“LB MLP Assoc LP”) is a limited partnership formed under the laws of the State of Delaware.

	Lehman Brothers MLP Opportunity Fund LP (“LB MLP Fund”) is a limited partnership formed under the laws of the State of Delaware.

Item 2(d).	Title of Class of Securities:

	Common Units

Item 2(e).	CUSIP Number:

	Y11082107

Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

	(a) o A broker or dealer under Section 15 of the 1934 Act
	(b) o A bank as defined in Section 3(a)(6) of the 1934 Act
	(c) o An insurance company as defined in Section 3(a) (19) of the 1934 Act
	(d) o An investment company registered under Section 8 of the Investment Company Act of 1940
	(e) o An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)
	(f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
	(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
	(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
	(i) o A church plan that is excluded from the definition of investment Company under Section 3(c)(14) of the Investment Company Act Of 1940
	(j) o A group, in accordance with Rule 13d-1(b)(1)(ii)(J)

Item 4.

Ownership

(a)	Amount Beneficially Owned:

	See Item 9 of cover pages.

(b)	Percent of Class:

	See Item 11 of cover pages.

(c)	Number of shares as to which the person has:

	(i) sole power to vote or to direct the vote
	(ii) shared power to vote or to direct the vote
	(iii) sole power to dispose or to direct the disposition
	(iv) shared power to dispose or to direct the disposition

See Items 5-8 of cover pages.

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 o.

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 or Control Person

LBI is the actual owner of 612,000 Common Units reported herein. LBI, a broker-dealer registered under Section 15 of the 1934 Act, is a wholly-owned subsidiary of Holdings.

Under the rules and regulations of the Securities and Exchange Commission, Holdings may be deemed to be the beneficial owner of the Common Units owned by LBI.

LB MLP Fund is the actual owner of 347,800 Common Units reported herein. LB MLP Assoc LP is the general partner of LB MLP Fund. LB MLP Assoc LLC is the general partner of LB MLP Assoc LP and is wholly-owned by Holdings.

Under the rules and regulations of the Securities and Exchange Commission, LB MLP Assoc LP, LB MLP Assoc LLC and Holdings may be deemed to be the beneficial owners of the Common Units owned by LB MLP Fund.

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

By signing below I hereby certify that, to the best of my 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.

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

Dated: November 28, 2007

LEHMAN BROTHERS HOLDINGS INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Vice President

LEHMAN BROTHERS INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Senior Vice President



By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES LP

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY FUND LP

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

EXHIBIT A - JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

Dated: November 28, 2007

LEHMAN BROTHERS HOLDINGS INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Vice President

LEHMAN BROTHERS INC.

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Senior Vice President


LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES LLC

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY ASSOCIATES LP

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory

LEHMAN BROTHERS MLP OPPORTUNITY FUND LP

By:	/s/ Barrett S. DiPaolo
	Name: Barrett S. DiPaolo
	Title: Authorized Signatory