UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
Star Bulk Carriers Corp.
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
Y8162K121
(CUSIP Number)
Todd E. Molz
Managing Director and General Counsel
Oaktree Capital Management, L.P.
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 1, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Oaktree OBC Container Holdings LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
522,975
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
522,975
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
| 522,975 |
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.6% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
| |
(1) |
Calculated assuming 82,857,416 common shares of the Issuer (“Common Shares”) outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the Securities and
Exchange Commission (the “SEC”) on March 7, 2023, as decreased by (i) 10,000,000 Common Shares repurchased by the Issuer from OCM XL Holdings L.P. (“XL Holdings”), as reported in Amendment No. 19 (as later defined), and (ii) 10,000,000 Common
Shares repurchased by the Issuer from XL Holdings, Oaktree Dry Bulk Holdings LLC (“Dry Bulk”), Oaktree OBC Container Holdings LLC (“Container”), and OCM FIE, LLC (“OCM FIE”) as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Oaktree Opportunities Fund IX Delaware, L.P.
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
2,920,081
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
2,920,081
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,920,081
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
3.5% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Oaktree Opportunities Fund IX (Parallel 2), L.P.
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
544,991
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
544,991
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
544,991
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.7% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
OCM XL Holdings L.P.
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
0
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.0% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Oaktree Dry Bulk Holdings LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Marshall Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
3,097,351
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,097,351
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
3,097,351
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
3.7% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Oaktree Capital Group, LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
3,642,342
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,642,342
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
3,642,342
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.4% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
OCM FIE, LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
68,535
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
68,535
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
68,535
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.08% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Atlas OCM Holdings, LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
68,535
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
68,535
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
68,535
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.08% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Brookfield Corporation
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ontario, Canada
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
3,642,342
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,642,342
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
3,642,342
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.4% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
Brookfield Asset Management ULC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Columbia, Canada
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
68,535
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
68,535
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
68,535
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.08% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
HC
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
BAM Partners Trust
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not applicable
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Ontario, Canada
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
3,642,342
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,642,342
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
3,642,342
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.4% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
HC
|
|
|
|
|
|
|
(1) |
Calculated assuming 82,857,416 Common Shares outstanding, based upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i)
10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
|
This Amendment No. 21 (“Amendment No. 21”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons (as hereinafter defined) on August 5, 2013, as amended by Amendment No. 1 thereto
filed October 7, 2013, Amendment No. 2 thereto filed December 2, 2013, Amendment No. 3 thereto filed June 18, 2013, Amendment No. 4 thereto filed July 15, 2014, Amendment No. 5 thereto filed January 15, 2015, Amendment No. 6 thereto filed May 20,
2015, Amendment No. 7 thereto filed May 29, 2015, Amendment No. 8 thereto filed September 29, 2016, Amendment No. 9 thereto filed February 6, 2017, Amendment No. 10 thereto filed July 18, 2018, Amendment No. 11 thereto filed November 29, 2018,
Amendment No. 12 thereto filed December 18, 2018, Amendment No. 13 thereto filed March 29, 2019, Amendment No. 14 thereto filed June 3, 2019, Amendment No. 15 thereto filed August 14, 2019, Amendment No. 16 thereto filed June 21, 2021, Amendment No.
17 thereto filed July 7, 2021, Amendment No. 18 thereto filed September 27, 2023, Amendment No. 19 thereto filed on October 11, 2023 (“Amendment No. 19”), and Amendment No. 20 thereto filed on November 1, 2023 (“Amendment No. 20,” and together with
the previous amendments, the “Schedule 13D”) with respect to the common shares, par value $0.01 per share (the “Common Shares”) of Star Bulk Carriers Corp., a Republic of the Marshall Islands corporation (the “Issuer”). The address of the principal
executive offices of the Issuer is c/o Star Bulk Management Inc., 40 Agiou Konstantinou Street, 15124 Maroussi, Athens, Greece. Capitalized terms used but not defined herein shall have the same meanings ascribed to
them in the Schedule 13D as amended from time to time and, except as specifically amended by this Amendment No. 21, the Schedule 13D remains in full force and effect.
| Item 5. |
Interest in Securities of the Issuer
|
Item 5 (a)-(c) are hereby amended and restated as follows:
The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. All such beneficial ownership calculations assume 82,857,416 Common Shares outstanding, based
upon the 102,857,416 Common Shares outstanding as of December 31, 2022, as reported in the Issuer’s Form 20-F filed with the SEC on March 7, 2023, as decreased by (i) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, as reported in
Amendment No. 19, and (ii) 10,000,000 Common Shares repurchased by the Issuer from XL Holdings, Dry Bulk, Container, and OCM FIE as reported herein.
The aggregate 6,107,983 Common Shares reported in this statement, which constitute 7.4% of the outstanding Common Shares, are held by the Reporting Persons as follows:
|
• |
Container is the direct holder of 522,975 Common Shares.
|
|
• |
Fund IX is the direct holder of 2,397,106 Common Shares and the general partner of Container, and as such may be deemed to beneficially own an aggregate 2,920,081 Common Shares.
|
|
• |
Parallel 2 is the direct holder of 22,016 Common Shares and the general partner of Container, and as such may be deemed to beneficially own 544,991 Common Shares.
|
|
• |
Dry Bulk is the direct holder of 3,097,351 Common Shares.
|
|
• |
XL Holdings is the direct holder of 0 Common Shares.
|
|
• |
OCM FIE is the direct holder of 68,535 Common Shares.
|
|
• |
Oaktree Capital is the indirect manager of Container, Parallel 2, and Dry Bulk, and as such may be deemed to beneficially own an aggregate 3,642,342 Common Shares.
|
|
• |
Atlas is the indirect manager of XL Holdings and OCM FIE, and as such may be deemed to beneficially own an aggregate 68,535 Common Shares.
|
|
• |
Brookfield is the indirect owner of class A units of Oaktree Capital, and as such may be deemed to beneficially own 3,642,342 Common Shares.
|
|
• |
Brookfield ULC is the indirect owner of class A units of Atlas, and as such may be deemed to beneficially own 68,535 Common Shares.
|
|
• |
BAM is the sole owner of Class B Limited Voting Shares of Brookfield, and as such may be deemed to beneficially own 3,642,342 Common Shares.
|
Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or
Section 13(g) of the Act, the beneficial owner of any securities covered by this statement.
(c)
On December 1, 2023, the Issuer repurchased 10,000,000 Common Shares from XL Holdings, Dry Bulk, Container, and OCM FIE, pursuant to the Repurchase Agreement disclosed in Amendment No. 20. Except for
such repurchase, the Reporting Persons have not effected any transactions related to the Common Shares since the filing of Amendment No. 20 on November 1, 2023.
|
Item 7.
|
Materials to be Filed as Exhibits
|
| Exhibit 1 |
Joint Filing Agreement, filed with the SEC as Exhibit 1 to Amendment No. 18 on September 27, 2023 |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 5, 2023
| |
OAKTREE OBC CONTAINER HOLDINGS LLC
|
| |
|
| |
By:
|
Oaktree Opportunities Fund IX Delaware, L.P.
|
| |
Its:
|
General Partner
|
| |
|
| |
By:
|
Oaktree Opportunities Fund IX (Parallel 2), L.P.
|
| |
Its:
|
General Partner
|
| |
By:
|
/s/ Henry Orren
|
| |
|
Name: Henry Orren
|
| |
|
Title: Authorized Signatory
|
| |
OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.
|
| |
|
| |
By:
|
Oaktree Fund GP, LLC
|
| |
Its:
|
General Partner
|
| |
|
| |
By:
|
Oaktree Fund GP I, L.P.
|
| |
Its:
|
Managing Member
|
| |
By:
|
/s/ Henry Orren
|
| |
|
Name: Henry Orren
|
| |
|
Title: Authorized Signatory
|
| |
OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.
|
| |
|
| |
By:
|
Oaktree Opportunities Fund IX GP, L.P.
|
| |
Its:
|
General Partner
|
| |
|
| |
By:
|
Oaktree Opportunities Fund IX GP, Ltd.
|
| |
Its:
|
General Partner
|
| |
|
| |
By:
|
Oaktree Capital Management, L.P.
|
| |
Its:
|
Director
|
| |
By:
|
/s/ Henry Orren
|
| |
|
Name: Henry Orren
|
| |
|
Title: Senior Vice President
|
| |
OCM XL HOLDINGS L.P.
|
| |
|
|
| |
By: |
Oaktree Capital Management, L.P. |
| |
Its: |
Director |
| |
By:
|
|
| |
|
Name: Henry Orren
|
| |
|
Title: Senior Vice President
|
| |
OAKTREE DRY BULK HOLDINGS LLC
|
| |
|
|
| |
By:
|
|
| |
|
Name: Henry Orren
|
| |
|
Title: Authorized Signatory
|
| |
OAKTREE CAPITAL GROUP, LLC
|
| |
By:
|
|
| |
|
Name: Henry Orren
|
| |
|
Title: Senior Vice President
|
| |
ATLAS OCM HOLDINGS, LLC
|
| |
By:
|
|
| |
|
Name: Henry Orren
|
| |
|
Title: Senior Vice President
|
| |
OCM FIE, LLC
|
|
By:
|
|
| |
|
Name: Henry Orren
|
| |
|
Title: Authorized Signatory
|
| |
|
|
| |
BROOKFIELD CORPORATON
|
| |
|
|
By:
|
|
| |
|
Name: Swati Mandava
|
| |
|
Title: Managing Director, Legal & Regulatory
|
|
| |
BROOKFIELD ASSET MANAGEMENT ULC
|
| |
|
|
By:
|
|
| |
|
Name: Kathy Sarpash
|
| |
|
Title: Managing Director, Legal & Regulatory
|
| |
BAM PARTNERS TRUST
|
| |
|
| |
By: BAM Class B Partners Inc. |
| |
Its: Trustee |
| |
By:
|
|
| |
|
Name: Kathy Sarpash
|
| |
|
Title: Secretary
|