This Amendment No. 8 to Schedule 13D ("Amendment No. 8") 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. 8 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, Amendment No. 5 thereto filed on November 18, 2016, Amendment No. 6 thereto filed on November 29, 2016 and Amendment No. 7 thereto filed on January 25, 2017 (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 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION

The aggregate purchase price for the acquisition of the Issuer's river business by Sparrow River Investments Ltd., a subsidiary of Sparrow ("Sparrow River"), was $73,000,000 and the aggregate purchase price for the acquisition of the Issuer's offshore business by Sparrow Offshore Capital Ltd., a subsidiary of Sparrow ("Sparrow Offshore Capital"), was $2,500,000, subject to existing debt, which remained with the offshore business with modified terms and conditions.

These funds were provided from general funds available to the Reporting Persons and the applicable subsidiaries and affiliates thereof, including through capital contributions and a loan made by Reporting Persons, their partners or shareholders.

ITEM 4. PURPOSE OF TRANSACTION

The transactions contemplated by the Investment Agreement (as described in Amendment No. 6 to the Schedule 13D) closed on March 31, 2017 (the "Investment Closing Date").   On the Investment Closing Date, the Issuer's river business subsidiaries were purchased by Sparrow River and the Issuer's offshore business subsidiaries were purchased by Sparrow Offshore Capital.

The proceeds of the sale of the river business, together with the net proceeds from the sale of the Issuer's ocean business and funds held in a debt service reserve account pledged to The International Finance Corporation ("IFC") and the OPEC Fund for International Development ("OFID"), were used to retire the Issuer's 8.875% First Preferred Ship Mortgage Notes due 2021 and to purchase the outstanding credit facilities with IFC and OFID in full satisfaction of their debt on the effective date of the Plan (as described in Amendment No. 5 to the Schedule 13D) in accordance with the Restructuring Support Agreements (as described in Amendments No. 5, No. 6 and No. 7 to the Schedule 13D) and the Plan.

The secured lenders to the offshore business received the proceeds from the sale of the offshore business as well as $7,500,000 held in accounts of the offshore business subsidiaries as a prepayment of the principal outstanding under certain loans of the offshore business subsidiaries.  Other than the principal reduction through this repayment, the principal amounts outstanding under such loans were unaffected.

The Issuer's existing shareholders retained their shares in the Issuer; however, after giving effect to the Plan and following the consummation of the transactions contemplated by the Investment Agreement, the Issuer no longer owns any operating businesses.