Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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FLEX LNG Ltd.
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(Name of Issuer)
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Ordinary Shares, Par Value $0.10 Per Share
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(Title of Class of Securities)
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G35947202
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
__________
*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).
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G35947202
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Geveran Trading Co. Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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||
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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24,678,811
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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24,678,811
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,678,811
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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45.61%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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* Based on 54,110,584 ordinary shares of the Issuer, par value $0.10 per share, (the “Shares”) issued and outstanding as of December 31, 2020.
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CUSIP No.
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G35947202
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Greenwich Holdings Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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24,678,811
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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24,678,811
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,678,811
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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45.61%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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* Based on 54,110,584 Shares issued and outstanding as of December 31, 2020.
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CUSIP No.
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G35947202
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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C.K. Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Jersey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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24,678,811
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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|
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24,678,811
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9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
24,678,811
|
|
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|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
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45.61%*
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|
|
|
|
|
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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* Based on 54,110,584 Shares issued and outstanding as of December 31, 2020.
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CUSIP No.
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G35947202
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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John Fredriksen*
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A G
ROUP (SEE INSTRUCTIONS)
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
||
|
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
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0
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|
|
|
|
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6.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
24,678,811
|
|
|
|
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|
|
7.
|
SOLE DISPOSITIVE POWER
|
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|
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|
0
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8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
24,678,811
|
|
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
24,678,811
|
|
|
|
|
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
[_]
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|
|
|
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
|
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45.61%**
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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* Mr. Fredriksen may be deemed to beneficially own 24,678,811 Shares of Flex LNG Ltd. through his indirect influence over Geveran Trading Co.
Ltd. and Greenwich Holdings Limited, the shares of which are held in trusts (the “Trusts”). The Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Geveran Trading Co. Ltd. The beneficiaries of the Trusts are
certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 24,678,811 Shares beneficially owned by Geveran Trading Co. Ltd. and Greenwich Holdings Limited except to the extent of his voting and dispositive
interests in such Shares. Mr. Fredriksen has no pecuniary interest in the 24,678,811 Shares beneficially owned by Geveran Trading Co. Ltd. and Greenwich Holdings Limited.
** Based on 54,110,584 Shares issued and outstanding as of December 31, 2020.
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CUSIP No.
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G35947202
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Item 1.
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(a)
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Name of Issuer:
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FLEX LNG Ltd.
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(b)
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Address of issuer's principal executive offices:
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Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton Bermuda
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Item 2.
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(a)
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Name of person filing:
Geveran Trading Co. Ltd.
Greenwich Holdings Ltd.
C.K. Limited
John Fredriksen
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(b)
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Address of Principal Business Office or, if none, Residence:
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Geveran Trading Co. Ltd.
c/o Seatankers Management Co. Ltd.
P.O. Box 53562
CY-3399 Limassol, Cyprus
Greenwich Holdings Ltd.
c/o Seatankers Management Co. Ltd.
P.O. Box 53562
CY-3399 Limassol, Cyprus
C.K. Limited
28 Esplanade Street
St. Helier
Jersey JE2 3QA
Channel Islands
John Fredriksen
c/o Seatankers Management Co. Ltd.
P.O. Box 53562
CY-3399 Limassol, Cyprus
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(c)
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Citizenship:
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Geveran Trading Co. Ltd. – Cyprus
Greenwich Holdings Ltd. – Cyprus
Cyprus. C.K. Limited – Jersey
John Fredriksen – Cyprus
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(d)
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Title of class of securities:
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Ordinary Shares, $0.10 par value per share
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(e)
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CUSIP No.:
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G35947202
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Item 3.
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If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c);
Not applicable.
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
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(a)(b)
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Amount beneficially owned:
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Geveran Trading Co. Ltd. – 24,678,811
Greenwich Holdings Ltd. – 24,678,811
C.K. Limited – 24,678,811
John Fredriksen – 24,678,811
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(b)
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Percentage of Class:
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Geveran Trading Co. Ltd. – 45.61%
Greenwich Holdings Ltd. – 45.61%
C.K. Limited – 45.61%
John Fredriksen – 45.61%
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(c)
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Number of shares as to which the Reporting Persons have:
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(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote:
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Geveran Trading Co. Ltd. – 24,678,811
Greenwich Holdings Ltd. – 24,678,811
C.K. Limited – 24,678,811
John Fredriksen – 24,678,811
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(iii)
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Sole power to dispose or to direct the disposition of:
0
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(iv)
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Shared power to dispose or to direct the disposition of:
Geveran Trading Co. Ltd. – 24,678,811
Greenwich Holdings Ltd. – 24,678,811
C.K. Limited – 24,678,811
John Fredriksen – 24,678,811
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [_].
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Not applicable.
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
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If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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Not applicable.
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 such purpose or effect.
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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.
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February 16, 2021
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(Date)
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GEVERAN TRADING CO. LTD.
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By:
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/s/ Spyros Episkopou
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Name:
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Spyros Episkopou
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Title:
|
Director
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GREENWICH HOLDINGS LTD.
|
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By:
|
/s/ Spyros Episkopou
|
|
|
Name:
|
Spyros Episkopou
|
|
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Title:
|
Director
|
|
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|
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|
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C.K. LIMITED
|
|
|
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|
|
|
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By:
|
/s/ Spyros Episkopou
|
|
|
Name:
|
Spyros Episkopou
|
|
|
Title:
|
Director
|
|
|
|
|
|
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JOHN FREDRIKSEN
|
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|
|
|
|
|
By:
|
/s/ John Fredriksen
|
JOINT FILING AGREEMENT
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G/A with respect to the
ordinary shares, par value $0.10 per share, of FLEX LNG Ltd. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13G/A, and
any amendments hereto, jointly on behalf of each such party.
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February 16, 2021
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|
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(Date)
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||
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GEVERAN TRADING CO. LTD.
|
|||
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|
|
|
||
|
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By:
|
/s/ Spyros Episkopou
|
||
|
|
Name:
|
Spyros Episkopou
|
||
|
|
Title:
|
Director
|
||
|
|
|
|
||
|
|
GREENWICH HOLDINGS LTD.
|
|||
|
|
|
|||
|
|
By:
|
/s/ Spyros Episkopou
|
||
|
|
Name:
|
Spyros Episkopou
|
||
|
|
Title:
|
Director
|
||
|
|
|
|
||
|
|
C.K. LIMITED
|
|||
|
|
|
|||
|
|
By:
|
/s/ Spyros Episkopou
|
||
|
|
Name:
|
Spyros Episkopou
|
||
|
|
Title:
|
Director
|
||
|
|
|
|||
|
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JOHN FREDRIKSEN
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By:
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/s/ John Fredriksen
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