Item 1. Security and the Issuer
This Amendment No. 5 to Schedule 13D amends Items 2 and 4 through 6 of the Schedule 13D originally filed by the Reporting Persons (defined below) on
April 1, 2019, as amended by Amendment No. 1 thereto filed by the Reporting Persons on November 27, 2019, Amendment No. 2 thereto filed by the Reporting Persons on December 5, 2019, Amendment No. 3 thereto filed by the
Reporting Persons on June 1, 2020, and Amendment No. 4 thereto filed by the Reporting Persons on June 15, 2020 (the Original Schedule 13D). This amended statement of Schedule 13D (the Schedule
13D) relates to the shares of common stock, par value $0.001 per share (the Common Stock), of Diamond S Shipping Inc., a shipping company incorporated in the Republic of the Marshall Islands (the
Company), having its principal executive offices at 33 Benedict Place, Greenwich, CT 06830.
Item 2. Identity and Background
The information previously provided in response to Item 2 is hereby amended and supplemented with the following:
(a)-(c) This Schedule 13D is filed jointly on behalf of: (i) First Reserve Fund XII, L.P. (First Reserve XII), (ii) FR XII-A Parallel Vehicle, L.P. (FR XII-A), (iii) First Reserve GP XII, L.P. (XII GP), and (iv) First
Reserve GP XII Limited (XII Limited together with First Reserve XII, FR XII-A, and XII GP, collectively, the Reporting Persons).
The Reporting Persons have entered into a Joint Filing Agreement, dated as of March 27, 2019, a copy of which is attached as Exhibit 99.1 to the
Original Schedule 13D.
The principal business office and address of each of the Reporting Persons is c/o First Reserve, 290 Harbor Drive, Fifth Floor,
Stamford, Connecticut 06902.
The securities are held directly by First Reserve XII and FR XII-A. XII GP is
the general partner of each of First Reserve XII and FR XII-A. XII Limited is the general partner of XII GP.
The principal business of each of First Reserve XII and FR XII-A is making equity and equity related investments in
certain companies.
The principal business of XII GP is acting as the general partner of First Reserve XII and FR
XII-A. The principal business of XII Limited is acting as the general partner of XII GP.
Current information
concerning the identity and background of each executive officer and director of XII Limited is set forth on Schedule I, which is incorporated herein by reference in response to this Item 2.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons has 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.
(f) XII Limited is a Cayman Islands exempted limited company. XII GP, First Reserve XII and FR XII-A are each Cayman Islands exempted limited partnerships.
Item 4. Purpose of Transaction.
The information previously provided in response to Item 4 is hereby amended and supplemented with the following:
On September 2, 2020, First Reserve XII and FR XII-A waived their director designation rights under that certain
Director Designation Agreement, dated March 27, 2019 (the Director Designation Agreement), by and among First Reserve XII and FR XII-A and the Company), pursuant to which First Reserve
XII and FR XII-A had been entitled to designate certain nominees for director to be included in the slate of nominees recommended by the Company to its shareholders for election as directors at any annual or
special meeting of the shareholders at which directors of the Company are to be elected.