(Amendment No. __)
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Frontline Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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73,383
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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73,383
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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73,383
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.1%
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Hemen Holding Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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*34,152,676
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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*34,152,676
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*34,152,676
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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36.5%
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14.
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TYPE OF REPORTING PERSON
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CO
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* Hemen Holding Limited holds approximately 51.6% of the issued and outstanding shares of Frontline Ltd. As such, in addition to its current holdings of Common Shares (defined in Item 1 below), Hemen Holding Limited may also be deemed to beneficially own the 73,383 Common Shares that Frontline Ltd. beneficially owns. In addition, Hemen Holding Limited
may also be deemed to beneficially own the 5,400,000 Common Shares it has lent
to
Farahead Investments Inc. due to the share lending arrangement described in Item 6 hereto.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Greenwich Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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*34,152,676
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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*34,152,676
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*34,152,676
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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36.5%
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14.
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TYPE OF REPORTING PERSON
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CO
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* Greenwich Holdings Limited is the sole shareholder of Hemen Holding Limited. As such, it may be deemed to beneficially own the 34,152,676 Common Shares that Hemen Holding Limited beneficially owns.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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C.K. Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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*34,152,676
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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*34,152,676
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*34,152,676
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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36.5%
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14.
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TYPE OF REPORTING PERSON
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CO
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* C.K. Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the "
C.K. Limited Trusts
"). The C.K. Limited Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Hemen Holding Limited. As such, C.K. Limited may be deemed to beneficially own the 34,152,676 Common Shares that Hemen Holding Limited beneficially owns.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Farahead Investments Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Liberia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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*
5,400,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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*
5,400,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*
5,400,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.8%
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14.
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TYPE OF REPORTING PERSON
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CO
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* Farahead Investments Inc. beneficially owns 5,400,000 Common Shares, which shares have been borrowed from
Hemen Holding Limited
. See Item 6.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Greenfields Holding Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Liberia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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*5,400,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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*5,400,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*5,400,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.8
%
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14.
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TYPE OF REPORTING PERSON
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CO
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* Greenfields Holding Inc. is the sole shareholder of Farahead Investments Inc. As such, it may be deemed to beneficially own the 5,400,000 Common Shares that Farahead Investments Inc. beneficially owns.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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GSA Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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*5,400,000
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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*5,400,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*5,400,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.8%
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14.
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TYPE OF REPORTING PERSON
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CO
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* GSA Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the "
GSA Limited Trusts
," and together with the C.K. Limited Trusts, the "
Trusts
"). The GSA Limited Trusts are the sole shareholders of Greenfields Holdings Inc. and the indirect owners of Farahead Investments Inc. As such, GSA Limited may be deemed to beneficially own the 5,400,000 Common Shares that Farahead Investments Inc. beneficially owns.
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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John Fredriksen*
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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8.
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SHARED VOTING POWER
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*34,152,676
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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*34,152,676
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*34,152,676
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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36.5%
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14.
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TYPE OF REPORTING PERSON
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IN
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*
Mr. Fredriksen may be deemed to beneficially own
34,152,676
Common Shares through his indirect influence over Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc., and Greenfields Holding Inc., the shares of which are held in the Trusts
.
The
beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the
34,152,676
Common Shares beneficially owned by Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc. and Greenfields Holding Inc. except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the
34,152,676
Common Shares beneficially owned by Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc. and Greenfields Holding Inc.
CUSIP NO.
G81075106
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common shares, par value $1.00 per share (the "
Common Shares
") of Ship Finance International Limited, a company incorporated in Bermuda (the "
Issuer
"). The address of the principal executive office of the Issuer is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
Item 2. Identity and Background
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(a),(f)
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The persons filing this statement are Frontline Ltd., a company incorporated in Bermuda ("
Frontline
"), Hemen Holding Limited, a company incorporated in Cyprus ("
Hemen
"), Greenwich Holdings Limited, a company incorporated in Cyprus ("
Greenwich
"), C.K. Limited, a company incorporated in Jersey ("
C.K. Limited
"),
Farahead Investments Inc., a company incorporated in Liberia ("
Farahead
"), Greenfields Holding Inc., a company incorporated in Liberia ("
Greenfields
"), GSA Limited, a company incorporated in Jersey ("
GSA Limited
"),
and John Fredriksen, a citizen of Cyprus ("
Fredriksen
," and, together with Frontline, Hemen, Greenwich, C.K. Limited, Farahead, Greenfields and GSA Limited, the "
Reporting Persons
").
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(b)
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The address of the principal place of business of Frontline is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
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The address of the principal place of business of Hemen and Greenwich is P.O. Box 53562, CY3399, Limassol, Cyprus.
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The address of the principal place of business of C.K. Limited is 13 Castle Street, St. Helier, Jersey JE4 5UT.
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The address of the principal place of business of Farahead and Greenfields is c/o Seatankers Management Co. Ltd., P.O. 53562, CY-3399 Limassol, Cyprus.
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The address of the principal place of business of GSA Limited is 3rd Floor, Standard Bank House, 47-49 La Motte Street, St. Helier, Jersey JE2 4SZ.
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The address of Mr. Fredriksen is c/o Frontline Corporate Services Limited, 15 Sloane Square, London SW1W 8ER, United Kingdom.
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(c)
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The principal business of Frontline is acting as an international shipping company. The principal business of Hemen, Greenwich, Farahead and Greenfields is acting as investment holding companies. Hemen is the largest shareholder in Frontline, holding approximately 51.6% of Frontline's issued and outstanding shares. Greenwich is the sole shareholder of Hemen and Greenfields is the sole shareholder of Farahead. The principal business of C.K. Limited and GSA Limited is acting as trustees of various trusts established by John Fredriksen for the benefit of his immediate family members (the "
Trusts
"). The Trusts are the sole shareholders of Greenwich and Greenfields. As a result of the foregoing, the total Common Shares reported as beneficially owned by each of Frontline, Hemen, Greenwich, C.K. Limited, Farahead, Greenfields and GSA Limited are reported as indirectly owned by the Trusts established by John Fredriksen for the benefit of his immediate family.
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The name, citizenship, present principal occupation or employment and business address of each executive officer and director of Frontline is set forth below. If no business address is given, the director's or executive officer's address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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John Fredriksen
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Chairman, President & Director
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Mr. Fredriksen is a citizen of Cyprus and his principal business address is c/o Frontline Corporate Services Limited, 15 Sloane Square, London SW1W 8ER, UK. Mr. Fredriksen is also the president, director and chairman of the board of directors Seadrill Limited and is a member of the board of directors of Golden Ocean Group Limited.
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Kate Blankenship
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Director
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Ms. Blankenship is a citizen of the United Kingdom. Ms. Blankenship also serves as a director of the Issuer, Seadrill Limited, Seadrill Partners LLC, Golden Ocean Group Limited, Archer Limited, Independent Tankers Corporation Limited and North Atlantic Drilling Ltd.
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Georgina E. Sousa
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Director & Secretary
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Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also the director and secretary of North Atlantic Drilling Ltd., Seadrill Limited, and the Issuer, and the Secretary of Golden Ocean Group Limited, Seadrill Partners LLC, and Archer Limited.
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Ola Lorentzon
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Director
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|
Mr. Lorentzon is a citizen of Sweden. Mr. Lorentzon is also the chairman of the board of directors of Golden Ocean Group Limited.
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Robert Hvide Macleod
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Director and Principal Executive Officer
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|
Mr. Macleod is a citizen of Norway. Mr. Macleod is also the chief executive officer of Frontline Management AS.
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Inger M. Klemp
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Principal Financial Officer and Principal Accounting Officer
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|
Ms. Klemp is a citizen of Norway. Ms. Klemp is also the chief financial officer of Frontline Management AS.
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Claire M.E. Burnard
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Assistant Secretary
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|
Ms. Burnard is a citizen of the British Overseas Territories. Ms. Burnard's
principal occupation is serving as Assistant Secretary of Frontline.
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Colleen E. Simmons
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|
Assistant Secretary
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|
Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons'
principal occupation is serving as Assistant Secretary of Frontline.
|
The name, citizenship, present principal occupation or employment and the business address of Hemen's directors is set forth below. Hemen does not have any executive officers.
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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Demetrios Antoniou Hannas
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Director
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|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
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Kyriacos Kazamias
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Director
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|
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
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Kostas Pallaris
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Director
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|
Mr. Pallaris' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Pallaris is a citizen of Cyprus.
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The name, citizenship, present principal occupation or employment and the business address of Greenwich's directors is set forth below. Greenwich does not have any executive officers.
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Name
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Position of Officer or Director
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|
Principal Occupation or Employment, Principal Business Address and Citizenship
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Demetrios Antoniou Hannas
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|
Director
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|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
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Christoforis Koufaris
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|
Director
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|
Mr. Koufaris' principal business address is Iris House 840A, 8 John Kennedy Street, P.O. Box 53510, 3303 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.
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Kyriacos Kazamias
|
|
Director
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|
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
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Kostas Pallaris
|
|
Director
|
|
Mr. Pallaris' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY4103, Limassol, Cyprus. Mr. Pallaris is a citizen of Cyprus.
|
The name, citizenship, present principal occupation or employment and principal business address of C.K. Limited's directors is set forth below. C.K. Limited does not have any executive officers.
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Name
|
|
Position of Officer or Director
|
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
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|
Demetrios Antoniou Hannas
|
|
Director
|
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
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Chris Bunt
|
|
Director
|
|
Mr. Bunt's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Bunt is a citizen of Jersey.
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Charles Guy Malet de Carteret
|
|
Director
|
|
Mr. Carteret's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Carteret is a citizen of Jersey.
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Simon Paul Alan Brewer
|
|
Director
|
|
Mr. Brewer's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Brewer is a citizen of Jersey.
|
The name, citizenship, present principal occupation or employment and principal business address of
Farahead's directors is set forth below. Farahead does not have any executive officers.
|
Name
|
|
Position of Officer or Director
|
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
|
|
|
|
|
|
|
Demetrios Antoniou Hannas
|
|
Director
|
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
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Georgina Sousa
|
|
Director
|
|
Ms. Sousa's principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Ms. Sousa is a citizen of the United Kingdom.
Ms. Sousa is also the Director and Secretary of North Atlantic Drilling Ltd., Seadrill Limited, and the Issuer, and the Secretary of Golden Ocean Group Limited, Seadrill Partners LLC, and Archer Limited.
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Colleen E. Simmons
|
|
Director
|
|
Ms. Simmons' principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons' principal occupation is serving as Assistant Secretary of Frontline.
|
The name, citizenship, present principal occupation or employment and the principal business address of Greenfields' directors is set forth below. Greenfields does not have any executive officers.
|
Name
|
|
Position of Officer or Director
|
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
|
|
|
|
|
|
|
Demetrious Antoniou Hannas
|
|
Director
|
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
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|
|
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|
Georgina Sousa
|
|
Director
|
|
Ms. Sousa's principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also the Director and Secretary of North Atlantic Drilling Ltd., Seadrill Limited, and the Issuer, and the Secretary of Golden Ocean Group Limited, Seadrill Partners LLC, and Archer Limited.
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|
|
|
|
|
|
|
Colleen E. Simmons
|
|
Director
|
|
Ms. Simmons' principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons'
principal occupation is serving as Assistant Secretary of Frontline.
|
The name, citizenship, present principal occupation or employment and the principal business address of GSA Limited's directors is set forth below. GSA Limited does not have any executive officers.
|
Name
|
|
Position of Officer or Director
|
|
Principal Occupation or Employment, Principal Business Address and Citizenship
|
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|
|
|
|
|
|
Consortia Directors Ltd
|
|
Directors
|
|
Consortia's business address is at 3rd Floor, Standard Bank House, 47-49 La Motte Street, St Helier, Jersey JE2 4SZ, Channel Islands. Consortia Directors Ltd. is incorporated in Jersey.
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|
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|
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|
|
Demetrios Antoniou Hannas
|
|
Director
|
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
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|
(d),(e)
|
None of the Reporting Persons nor any executive officer or director of the Reporting Persons listed above, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a 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
On June 2, 2016, pursuant to the Share Lending Arrangement (defined in Item 6 below), Farahead transferred 2,500,000 Common Shares to Hemen that were previously loaned by Hemen to Farahead for no consideration. See Item 6.
Item 4. Purpose of Transaction
The Reporting Persons at any time and from time to time may acquire additional Common Shares or dispose of any or all of Common Shares they own depending upon an ongoing evaluation of the investment in the Common Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.
The Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
|
(a)-(c)
|
As of the date hereof, Frontline may be deemed to be the beneficial owner of 73,383 Common Shares, constituting 0.1% of the outstanding Common Shares, based upon 93,504,575 Common Shares outstanding. Frontline has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 73,383 Common Shares. Frontline has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 73,383 Common Shares.
|
|
|
|
|
|
As of the date hereof, Hemen may be deemed to be the beneficial owner of 34,152,676 Common Shares, constituting 36.5% of the Common Shares based upon 93,504,575 Common Shares outstanding. The 34,152,676 Common Shares includes Frontline's 73,383 Common Shares and Farahead's 5,400,000 Common Shares (as described in Items 2(c) and 6 herein). Hemen has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 34,152,676 Common Shares. Hemen has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 34,152,676 Common Shares.
|
|
|
|
|
|
As of the date hereof, Greenwich, through Hemen (as described in Item 2(c) above), may be deemed to be the beneficial owner of 34,152,676 Common Shares, constituting 36.5% of the Common Shares based upon 93,504,575 Common Shares outstanding. Greenwich has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 34,152,676 Common Shares. Greenwich has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 34,152,676 Common Shares.
|
|
|
|
|
|
As of the date hereof, C.K. Limited, through Greenwich (as described in Item 2(c) above), may be deemed to be the beneficial owner of 34,152,676 Common Shares, constituting 36.5% of the Common Shares based upon 93,504,575 Common Shares outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 34,152,676 Common Shares. C.K. Limited has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 34,152,676 Common Shares.
|
|
|
|
|
|
As of the date hereof, Farahead may be deemed to be the beneficial owner of 5,400,000 Common Shares, constituting 5.8% of the Common Shares based upon
93,504,575
Common Shares outstanding. Farahead has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 5,400,000 Common Shares. Farahead has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 5,400,000 Common Shares.
|
|
|
|
|
|
As of the date hereof, Greenfields, through Farahead (as described in Item 2(c) above), may be deemed to be the beneficial owner of 5,400,000 Common Shares, constituting 5.8% of the Common Shares based upon
93,504,575
Common Shares outstanding. Greenfields has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 5,400,000 Common Shares. Greenfields has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 5,400,000 Common Shares.
|
|
|
|
|
|
As of the date hereof, GSA Limited, through Greenfields (as described in Item 2(c) above), may be deemed to be the beneficial owner of 5,400,000 Common Shares, constituting 5.8% of the Common Shares based upon
93,504,575
Common Shares outstanding. GSA Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 5,400,000 Common Shares. GSA Limited has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 5,400,000 Common Shares.
|
|
|
|
|
|
As of the date hereof, Mr. Fredriksen may be deemed to beneficially own 34,152,676 Common Shares through his indirect influence over Hemen, Greenwich, Farahead and Greenfields, the shares of which are held in the Trusts, constituting 36.5% of the Common Shares based upon 93,504,575 Common Shares outstanding. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 34,152,676 Common Shares except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 34,152,676 Common Shares.
|
|
|
|
|
|
Except as described below, there have been no transactions by the Reporting Persons in the Common Shares during the past 60 days.
On June 2, 2016, pursuant to the Share Lending Arrangement (defined in Item 6 below), Farahead transferred 2,500,000 Common Shares to Hemen that were previously loaned by Hemen to Farahead
for no consideration. See Item 6.
|
|
(d)
|
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
|
|
|
|
|
(e)
|
N/A
|
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
In 2006, Hemen and Farahead entered into a share lending arrangement (the "
Share Lending Arrangement
") pursuant to which Hemen, from time to time, may loan Common Shares to Farahead (the "
Loan Shares
") for no consideration. Under the Share Lending Arrangement, Farahead is entitled to vote the Loan Shares and receive any dividends therefrom provided however that Hemen may request, and Farahead must return, the Loan Shares to Hemen within five days of such request.
Except as described herein, the Reporting Persons do not have any other contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
Exhibit A: Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
June 15, 2016
|
|
|
|
(Date)
|
|
|
|
|
|
|
Frontline Ltd.
|
|
|
|
|
|
By: /s/ Inger M. Klemp
|
|
|
Name: Inger M. Klemp
Title: Principal Financial Officer
|
|
|
Hemen Holding Limited
|
|
|
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
Greenwich Holdings Limited
|
|
|
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
C.K. Limited
|
|
|
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
Farahead Investments Inc.
|
|
|
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
Greenfields Holding Inc.
|
|
|
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
|
|
|
GSA Limited
|
|
|
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
/s/ John Fredriksen
|
|
|
(Signature)
|
|
|
|
|
|
John Fredriksen
(Name)
|
* Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D, dated June 15, 2016, relating to the Common Shares, par value $1.00 per share of Ship Finance International Limited shall be filed on behalf of the undersigned.
|
|
June 15, 2016
|
|
|
|
(Date)
|
|
|
|
|
|
|
Frontline Ltd.
|
|
|
By: /s/ Inger M. Klemp
|
|
|
Name: Inger M. Klemp
Title: Principal Financial Officer
|
|
|
Hemen Holding Limited
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
Greenwich Holdings Limited
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
C.K. Limited
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
Farahead Investments Inc.
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
Greenfields Holding Inc.
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
GSA Limited
|
|
|
By: /s/ Demetrios Antoniou Hannas
|
|
|
Name: Demetrios Antoniou Hannas
Title: Director
|
|
|
/s/ John Fredriksen
|
|
|
(Signature)
|
|
|
John Fredriksen
(Name)
|