Amended Statement of Ownership (sc 13g/a)
February 10 2023 - 4:01PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange
Act of 1934
(Amendment No. 1)*
Golar
LNG Limited
(Name of Issuer)
Common Shares, $1.00 par value per share
(Title of Class of Securities)
G9456A100
(CUSIP Number)
December 31, 2022
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
(Page 1 of 7 Pages)
*The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes)
CUSIP No. G9456A100
|
13G/A |
Page 2 of 7 Pages |
1 |
NAMES OF REPORTING PERSONS
Rubric Capital Management
LP
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0
|
6 |
SHARED VOTING POWER
6,352,756 Common Shares
|
7 |
SOLE DISPOSITIVE POWER
0
|
8 |
SHARED DISPOSITIVE POWER
6,352,756 Common Shares
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,352,756 Common Shares
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.91%
|
12 |
TYPE OF REPORTING PERSON
PN, IA
|
CUSIP No. G9456A100
|
13G/A |
Page
3 of 7 Pages |
1 |
NAMES OF REPORTING PERSONS
David Rosen
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0
|
6 |
SHARED VOTING POWER
6,352,756 Common Shares
|
7 |
SOLE DISPOSITIVE POWER
0
|
8 |
SHARED DISPOSITIVE POWER
6,352,756 Common Shares
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,352,756 Common Shares
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨ |
11 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.91%
|
12 |
TYPE OF REPORTING PERSON
IN
|
CUSIP No. G9456A100
|
13G/A |
Page 4 of 7 Pages |
Item 1(a). |
NAME OF ISSUER: |
|
|
|
The name of the issuer is Golar LNG Limited (the "Issuer"). |
Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES: |
|
|
|
The Issuer's principal executive offices are located at 2nd
Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM11, Bermuda. |
Item 2(a). |
NAME OF PERSON FILING: |
|
|
|
This statement is filed by: |
|
|
|
(i) |
Rubric Capital Management LP ("Rubric Capital"),
the investment adviser to certain investment funds and/or accounts (collectively, the "Rubric Funds") that hold
the Common Shares (as defined in Item 2(d) below) reported herein; and |
|
|
|
|
(ii) |
David Rosen ("Mr. Rosen"), Managing Member of Rubric Capital
Management GP LLC, the general partner of Rubric Capital. |
|
|
|
|
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." |
|
|
|
The filing of this statement should not be construed as an
admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial
owner of the Shares reported herein. |
Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE
OR, IF NONE, RESIDENCE: |
|
|
|
The address of the principal business office of each of the Reporting Persons
is 155 East 44th St, Suite 1630, New York, NY 10017. |
Item 2(c). |
CITIZENSHIP: |
|
|
|
Rubric Capital is a Delaware limited partnership.
Mr. Rosen is a citizen of the United States of America. |
Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
|
|
|
Common Shares, $1.00 par value per share (the "Common
Shares"). |
Item 2(e). |
CUSIP NUMBER: |
|
|
|
G9456A100 |
CUSIP No. G9456A100
|
13G/A |
Page
5 of 7 Pages |
Item 3. |
IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
|
(a) |
¨ |
Broker or dealer registered under Section
15 of the Act, |
|
(b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act, |
|
(c) |
¨ |
Insurance Company as defined in Section
3(a)(19) of the Act, |
|
(d) |
¨ |
Investment Company registered under Section 8 of
the Investment Company Act of 1940, |
|
(e) |
x |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
(f) |
¨ |
Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F), |
|
(g) |
x |
Parent Holding Company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G), |
|
(h) |
¨ |
Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act, |
|
(i) |
¨ |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act; |
|
(j) |
¨ |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
|
(k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution
in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________________ |
Item 4. |
OWNERSHIP. |
|
|
|
The information required by Items
4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in Row
(11) of the cover page for each of the Reporting Persons is based on 107,500,000 Common
Shares outstanding as of September 30, 2022, as reported in Exhibit 99.1 attached to the Issuer's Report of Foreign Issuer on Form
6-K filed with the Securities and Exchange Commission on November 16, 2022 |
Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF
A CLASS. |
|
|
|
Not applicable. |
Item 6. |
OWNERSHIP OF MORE
THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
|
|
|
See Item 2. |
Item 7. |
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
|
|
|
Not applicable. |
CUSIP No. G9456A100
|
13G/A |
Page 6 of 7 Pages |
Item 8. |
IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP. |
Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
|
|
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Not applicable. |
|
Each of the Reporting Persons hereby makes the following certification: |
|
|
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By signing below the Reporting Person certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. G9456A100
|
13G/A |
Page 7 of 7 Pages |
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: February 10, 2023
RUBRIC CAPITAL MANAGEMENT
LP
|
|
|
|
By: |
/s/ Michael Nachmani |
|
Name: |
Michael Nachmani |
|
Title: |
Chief Operating Officer |
|
/s/
David Rosen |
|
DAVID ROSEN |
|
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