Amended Statement of Beneficial Ownership (sc 13d/a)
August 09 2022 - 08:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Eneti
Inc.
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
Y2294C107
(CUSIP Number)
Peter Niklai
Executive Managing Director
INCJ, Ltd.
7th Floor, Tokyo Toranomon Global Square 1-3-1, Toranomon,
Minato-ku,
Tokyo 105-0001, Japan
+81-3-5532-7110
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 Rule 13d-1(e), 13d-1(f) or 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 (“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.
Y2294C107 |
13D |
Page 2 of 5 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INCJ, Ltd.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b) o
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
|
8 |
SHARED VOTING POWER
2,292,310
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
2,292,310
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,292,310
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
(1)
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
|
|
|
(1) |
The calculation of this percentage is based on an aggregate
40,738,704 Common Shares outstanding as of August 3, 2022. |
CUSIP No.
Y2294C107 |
13D |
Page 3 of 5 Pages |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INCJ
SJ Investment Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b) o
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See Instructions)
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
|
8 |
SHARED VOTING POWER
2,292,310
|
9 |
SOLE
DISPOSITIVE POWER
|
10 |
SHARED DISPOSITIVE POWER
2,292,310
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,292,310
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
(1)
|
14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
|
|
|
|
|
|
|
(1) |
The calculation of this percentage is based on an aggregate
40,738,704 Common Shares outstanding as of August 3, 2022. |
Explanatory Note:
This Amendment No. 2 to the Schedule 13D (this “Amendment No.
2”) relates to the Schedule 13D filed with the Securities and
Exchange Commission (the “SEC”) on May 13, 2022, as amended
by that certain Amendment No. 1 to the Schedule 13D filed with the
SEC on May 18, 2022 (the “Initial 13D” and, as amended and
supplemented through the date of this Amendment No. 2, the
“Schedule 13D”) by the Reporting Persons, relating to the
common shares, par value $0.01 per share (the “Common
Shares”), of Eneti Inc., a corporation organized under the laws
of the Republic of the Marshall Islands (the “Company”).
Except as specifically
provided herein, this Amendment No. 2 does not modify any of the
information previously reported in the Initial 13D.
Capitalized terms used herein and not otherwise defined in this
Amendment No. 2 have the meanings set forth in the Initial 13D.
This Amendment No. 2 amends Items 4, 5, and 6 of the Initial 13D as
set forth below:
|
Item 4. |
Purpose of Transaction |
Item 4 of the Initial 13D is hereby supplemented by adding the
following paragraph:
“On August 8, 2022, INCJ SJ physically settled the Forward
Transaction relating to 1,400,010 Common Shares.”
|
Item 5. |
Interest in Securities of the Issuer. |
Section (a) and (b) of Item 5 of the Initial 13D is hereby amended
and restated in its entirety as follows:
(a)
The calculation of percentages is based on an aggregate 40,738,704
Common Shares outstanding as of August 3, 2022.
As a result of the 3,465,000 Common Shares issued by the Company to
INCJ SJ at Completion and the 227,320 Common Shares issued by the
Company to INCJ SJ on November 11, 2021 and the sale of 1,400,010
Common Shares pursuant to the Forward Confirmation on August 8,
2022, INCJ and INCJ SJ may be deemed to beneficially own in the
aggregate 2,292,310 Common Shares, representing 5.6% of the Common
Shares outstanding.
(b)
INCJ and INCJ SJ share the power to dispose or direct the
disposition of 2,292,310 Common Shares.
Except as disclosed in this Schedule 13D, none of the Reporting
Persons nor, to the best of their knowledge, any of the other
persons set forth on Schedule A hereto, has the power to vote or to
direct the vote or to dispose or direct the disposition of any of
the Common Shares which it may be deemed to beneficially own.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer |
The information set forth in Item 4 in this Amendment No. 2 is
hereby incorporated by reference.
SIGNATURE
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.
Date: August 9, 2022
|
INCJ, LTD. |
|
|
|
By: |
/s/ Peter Niklai |
|
Name: |
Peter Niklai |
|
Title: |
Executive Managing Director |
|
|
|
|
INCJ SJ INVESTMENT
LIMITED |
|
|
|
By: |
/s/ Peter Niklai |
|
Name: |
Peter Niklai |
|
Title: |
Director |
|
|
|
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