Sec Form 13D Filing - GOLAR LNG LTD filing for FORTRESS ENERGY INC. CLASS (NFE) - 2022-11-10

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

New Fortress Energy Inc.
(Name of Issuer)

 

 

Mi Hong Yoon
2nd Floor, S.E. Pearman Building
9 Par-la-Ville Road
Hamilton, HM 11
Bermuda
+1 (441) 295-4705

 

with a copy to:

 

 

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 Rule 13d-7 for other parties to whom copies are to be sent.

 

 

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, as amended (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).

 

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1	NAMES OF REPORTING PERSONS
	Golar LNG Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			10,220,368
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			10,220,368
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,220,368*
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)
	4.9%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

Explanatory Note

 

This Amendment No. 2 to Schedule 13D relates to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of New Fortress Energy Inc., a Delaware corporation (the “Issuer”) and amends and supplements the information set forth in the Schedule 13D filed by the Reporting Person with the United States Securities and Exchange Commission on April 23, 2021, as amended by Amendment No. 1 thereto filed with the SEC on April 7, 2022 (the “Original Schedule 13D” and together with this Amendment No. 2, the “Schedule 13D”).

 

Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. This Amendment No. 2 constitutes an exit filing of the Reporting Person in respect of the Class A Common Stock previously reported as beneficially owned by the Reporting Person.

 

 

(a., b., c. and f.) This Schedule 13D is being filed on behalf of Golar LNG Limited, a Bermuda corporation (“Golar”). Golar is referred to as the “Reporting Person.”

 

(i)          Golar: The address of Golar’s principal place of business is 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda. The principal business of Golar is to design, build, own and operate marine infrastructure for the liquefaction and regasification of liquified natural gas.

 

The name, citizenship, residence or business address and present principal occupation of each director and executive officer of Golar and the name, principal business and address of any corporation or other organization in which their employment is conducted is set forth below. Unless otherwise indicated, the present principal occupation of each person is with Golar. If no business address is given, the director’s or executive officer’s business address is 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda.

 

 

(d. and e.) To the best knowledge of the Reporting Person, none of the entities or persons identified in this Item 2, has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor 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.

 

 

(a.) – (b.) The aggregate number and percentage of Class A Common Shares beneficially owned by the Reporting Person (on the basis of a total of 208,770,088 Class A Common Shares outstanding as of November 4, 2022 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022), are as follows:

 

(a.)         Amount beneficially owned: 10,220,368          Percentage: 4.9%

 

(b.)         Number of Class A Common Shares to which the Reporting Person have:

 

i.           Sole power to vote or to direct the vote: 10,220,368

 

ii.          Shared power to vote or to direct the vote: 0

 

iii.         Sole power to dispose or to direct the disposition of: 10,220,368

 

iv.         Shared power to dispose or to direct the disposition of: 0

 

(c.)         Transactions by the Reporting Persons in shares of Class A Common Stock of the Issuer in the last sixty days are as follows:

 

 

(1) The price reported is a weighted average price. These shares were sold in multiple transactions on the open market through a broker on November 1, 2022 at prices ranging from $54.9500 to $56.0500, inclusive.

 

(2) The price reported is a weighted average price. These shares were sold in multiple transactions on the open market through a broker on November 2, 2022 at prices ranging from $54.5100 to $57.0500, inclusive.

 

(3) The price reported is a weighted average price. These shares were sold in multiple transactions on the open market through a broker on November 3, 2022 at prices ranging from $54.4973 to $56.6700, inclusive.

 

(4) The price reported is a weighted average price. These shares were sold in multiple transactions on the open market through a broker on November 4, 2022 at prices ranging from $56.8000 to $60.3200, inclusive.

 

(5) The price reported is a weighted average price. These shares were sold in multiple transactions on the open market through a broker on November 8, 2022 at prices ranging from $54.1750 to $60.0037, inclusive.

 

(d.)          No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Class A Common Shares beneficially owned by the Reporting Person, other than as described herein.

 

(e.)          As of November 8, 2022, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Class A Common Stock.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

November 10, 2022

 

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