(Amendment No. 8)*
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) [_]
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(b) [_]
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4.
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SOURCE OF FUNDS
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WC, OO
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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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*52,008,241
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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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*52,008,241
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*52,008,241
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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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35.7%
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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 beneficially owns approximately 48.4% of the issued and outstanding shares of Frontline Ltd. and may be deemed to beneficially own the Common Shares
(defined below)
that Frontline Ltd. beneficially owns
. Hemen Holding Limited may also be deemed to beneficially own the Common Shares it has lent to Farahead Investments Inc. and
the Common Shares that are issuable upon conversion of certain notes under the Bond Agreement
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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) [_]
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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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*1,270,657
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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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*1,270,657
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*1,270,657
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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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0.9%
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14.
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TYPE OF REPORTING PERSON
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CO
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* Frontline Ltd. beneficially owns
1,260,358
Common Shares, which it has the right to acquire within 60 days as described in Item 5 herein. ICB Shipping (Bermuda) Limited, Frontline Ltd.'s wholly-owned subsidiary, also beneficially owns 10,299 Common Shares.
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) [_]
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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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*52,008,241
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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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*52,008,241
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*52,008,241
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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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35.7%
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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 Common Shares beneficially owned by Hemen Holding Limited.
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) [_]
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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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*52,008,241
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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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*52,008,241
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*52,008,241
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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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35.7%
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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 Common Shares that are beneficially owned by Greenwich Holdings Limited and Hemen Holding Limited.
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) [_]
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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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*3,500,000
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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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*3,500,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*3,500,000
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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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2.4%
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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. has borrowed its Common Shares from Hemen Holding Limited.
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) [_]
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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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*3,500,000
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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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*3,500,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*3,500,000
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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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2.4%
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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 Common Shares that Farahead Investments Inc. beneficially owns.
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) [_]
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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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*3,500,000
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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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*3,500,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*3,500,000
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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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2.4%
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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 direct owners of Greenfields Holding Inc. and the indirect owners of Farahead Investments Inc. As such, GSA Limited may be deemed to beneficially own the Common Shares that Greenfields Holding Inc. and Farahead Investments Inc. beneficially own.
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) [_]
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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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*52,008,241
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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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*52,008,241
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*52,008,241
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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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35.7%
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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
52,008,241
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 Trusts are the sole shareholders of Greenwich Holdings Limited and Greenfields Holding Inc. and the indirect owners of Hemen Holding Limited and Farahead Investments Inc.
The
beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of any 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 Common Shares beneficially owned by Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc. and Greenfields Holding Inc.
This Amendment No. 8 (this "
Amendment No. 8
") amends and supplements the Schedule 13D/A (the "
Schedule 13D/A
") filed by Hemen Holding Limited, a company incorporated in Cyprus ("
Hemen
"), Frontline Ltd., a Bermuda exempted company ("
Frontline
"), 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
") on September 8, 2017, with respect to the common shares, par value $0.05 per share (the "
Common Shares
") of Golden Ocean Group Limited, a Bermuda exempted company (the "
Issuer
"). Capitalized terms used in this Amendment No. 8 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D/A.
Except as specifically amended by this Amendment No. 8, the Schedule 13D/A is unchanged.
Item 3. Source and Amount of Funds or Other Consideration
This Amendment No. 8 amends the Schedule 13D/A to add the following paragraph to Item 3 of the Schedule 13D/A:
On October 16, 2017, the Issuer entered into a binding heads of agreement (the "
Heads of Agreement
") to acquire, subject to final documentation, the completion of the Issuer's public equity offering and entry into the seller's credit loans, two Capesize dry bulk vessels (the
Sea Behike
and
Sea Monterrey
) from affiliates of Hemen at a price of $43.0 million per vessel. See Exhibits G, H and I hereto. As partial payment of the purchase price for the
Sea Behike
and
Sea Monterrey
, the Issuer issued 2,000,000 Common Shares to Hemen on each of November 20, 2017 and January 18, 2018, respectively
.
Item 5. Interest in Securities of the Issuer
This Amendment No. 8 amends and restates in its entirety Item 5 to the Schedule 13D/A as follows:
(a)-(d) As of the date hereof, Hemen may be deemed to be the beneficial owner of 52,008,241 Common Shares, constituting 35.7% of the outstanding Common Shares
. This percentage ownership is based on 145,608,927 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i)
144,197,697
Common Shares outstanding and (ii)
1,411,231
Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement.
The 52,008,241 Common Shares includes Frontline's 1,270,657 Common Shares, Farahead's 3,500,000 Common Shares and 1,411,231
Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement
. 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 52,008,241 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 52,008,241 Common Shares.
As of the date hereof, Frontline may be deemed to be the beneficial owner of 1,270,657 Common Shares, constituting 0.9% of the outstanding Common Shares based upon 144,197,697 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 1,270,657 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 1,270,657 Common Shares.
As of the date hereof, Greenwich, through Hemen, may be deemed to be the beneficial owner of 52,008,241 Common Shares, constituting 35.7% of the outstanding Common Shares.
This percentage ownership is based on 145,608,927 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i)
144,197,697
Common Shares outstanding and (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement
. 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 52,008,241 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 52,008,241 Common Shares.
As of the date hereof, C.K. Limited, through Greenwich, may be deemed to be the beneficial owner of 52,008,241 Common Shares, constituting 35.7% of the outstanding Common Shares.
This percentage ownership is based on 145,608,927 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i)
144,197,697
Common Shares outstanding and (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement.
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 52,008,241 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 52,008,241 Common Shares.
As of the date hereof, Farahead may be deemed to be the beneficial owner of
3,500,000
Common Shares, constituting
2.4
% of the Common Shares based upon 144,197,697
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
3,500,000
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
3,500,000
Common Shares.
As of the date hereof, Greenfields, through Farahead, may be deemed to be the beneficial owner of
3,500,000
Common Shares, constituting
2.4
% of the Common Shares based upon 144,197,697 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
3,500,000
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
3,500,000
Common Shares.
As of the date hereof, GSA Limited, through Greenfields, may be deemed to be the beneficial owner of
3,500,000
Common Shares, constituting
2.4
% of the Common Shares based upon 144,197,697 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
3,500,000
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
3,500,000
Common Shares.
As of the date hereof, Mr. Fredriksen may be deemed to beneficially own
52,008,241
Common Shares through his indirect influence over Hemen, Greenwich, Farahead and Greenfields, the shares of which are held in the Trusts, constituting in the aggregate 35.7% of the outstanding Common Shares.
This percentage ownership is based on 145,608,927 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i)
144,197,697
Common Shares outstanding and (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement
. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 52,008,241 Common Shares beneficially owned by Hemen, Greenwich, Farahead and Greenfields except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 52,008,241 Common Shares beneficially owned by Hemen, Greenwich, Farahead and Greenfields.
Certain other directors of Frontline beneficially own an aggregate of 18,378 Common Shares, which is less than 0.1% of the outstanding Common Shares. Except as described above, no other Common Shares are beneficially owned by the persons named in Item 2 in the Schedule 13D/A.
To the best knowledge of the Reporting Persons, none of the other persons named in response to Item 2 in the Schedule 13D/A have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the Common Shares that are the subject of the Schedule 13D/A.
On December 21, 2017, Frontline sold 1,260,358 Common Shares and Frontline simultaneously entered into an ad-hoc forward contract to purchase 1,260,358 Common Shares on the maturity date of the contract.
Other than the transactions described in Item 3 and Item 6 herein and in the Schedule 13D/A, there have been no transactions by the Reporting Persons in the Common Shares during the past 60 days.
Item 7. Materials to be Filed as Exhibits
This Amendment No. 8 amends and restates in its entirety Item 7 to the Schedule 13D/A as follows:
Exhibit A
: Joint Filing Agreement.
Exhibit B
: Registration Rights Agreement
(
incorporated by reference to the Reporting Persons' Schedule 13D filed with the Commission on
May 5, 2014).
Exhibit C
: Second Registration Rights Agreement
(
incorporated by reference to the Reporting Persons' Schedule 13D filed with the Commission on
March 25, 2015).
Exhibit D
: The Bond Agreement (
incorporated by reference to the Reporting Persons' Schedule 13D filed with the Commission on April 28, 2015).
Exhibit E
: First Amendment to the Bond Agreement (
incorporated by reference to the Reporting Persons' Schedule 13D filed with the Commission on April 28, 2015).
Exhibit F
: Transaction Agreement among Amber Shipowning Ltd., Opal Shipowning Ltd., Hemen Holding Limited and Sterna Finance Limited, dated June 9, 2017 (
incorporated by reference to the Reporting Persons' Schedule 13D filed with the Commission on September 8, 2017)
.
Exhibit G:
Heads of Agreement, dated October 16, 2017, by and among, Golden Ocean Group Limited, Hemen Holding Limited, Dedalos Shipowning Inc., Ikaros Shipowning Inc., and Sterna Finance Ltd.
Exhibit H
: Memorandum of Agreement, dated October 27, 2017, by and between Dedalos Shipowning Inc. and Golden Behike Inc.
Exhibit I
: Memorandum of Agreement, dated October 27, 2017, by and between Ikaros Shipowning Inc. and Golden Monterrey Inc.
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.
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January 30, 2018
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(Date)
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Hemen Holding Limited
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By: /s/ Spyros Episkopou
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Name: Spyros Episkopou
Title: Director
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Frontline Ltd.
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By: /s/ Inger M. Klemp
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Name: Inger M. Klemp
Title: Principal Financial Officer
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Greenwich Holdings Limited
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By: /s/ Spyros Episkopou
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Name: Spyros Episkopou
Title: Director
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C.K. Limited
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By: /s/ Spyros Episkopou
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Name: Spyros Episkopou
Title: Director
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Farahead Investments Inc.
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By: /s/ Spyros Episkopou
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Name: Spyros Episkopou
Title: Director
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Greenfields Holding Inc.
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By: /s/ Spyros Episkopou
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Name: Spyros Episkopou
Title: Director
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GSA Limited
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By: /s/ Spyros Episkopou
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Name: Spyros Episkopou
Title: Director
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/s/ John Fredriksen*
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(Signature)
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John Fredriksen*
(Name)
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* 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).