Sec Form 13D Filing - Livanos Peter G. filing for GasLog Ltd.GasLog Ltd. - 2021-01-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

GasLog Ltd.

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(Name of Issuer)

Common Shares, par value $0.01 per share

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(Title of Class of Securities)

G37585109

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(CUSIP Number)

Peter G. Livanos

c/o Ceres Monaco SAM
Gildo Pastor Center
7 rue due Gabian
98000 Monaco

Copies to:

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 31, 2020

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(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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. □

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.

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CUSIP No. G37585109

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Peter G. Livanos
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Greece and the United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			38,543,544
		8	SHARED VOTING POWER
			876,000
		9	SOLE DISPOSITIVE POWER
			38,543,544
		10	SHARED DISPOSITIVE POWER
			876,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,419,544
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)
	41.3%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) The percentage ownership is calculated based on aggregate number of 95,393,126 Common Shares issued and outstanding as of January 8, 2021.

CUSIP No. G37585109

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ceres Shipping Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			37,300,000
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			37,300,000
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,300,000
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)
	39.1%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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(2) The percentage ownership is calculated based on aggregate number of 95,393,126 Common Shares issued and outstanding as of January 8, 2021.

CUSIP No. G37585109

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Blenheim Holdings Ltd.
2	CH ECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
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
			37,300,000
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER
			37,300,000
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,300,000
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)
	39.1%(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(3) The percentage ownership is calculated based on aggregate number of 95,393,126 Common Shares issued and outstanding as of January 8, 2021.

Explanatory Note

The purpose of this Amendment No. 9 (this “Amendment No. 9”) to the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2012 in respect of the Common stock, par value US $0.01 per share (the "Shares") of Gaslog Ltd. (the "Issuer") (the “Original Schedule 13D”), as amended on March 13, 2014, April 16, 2014, September 26, 2014, March 26, 2015, August 7, 2015, December 21, 2015, June 24, 2019 and June 30, 2020 (as amended, the “Amended Schedule 13D”) is to update the Amended Schedule 13D to reflect (1) the charge by Blenheim Holdings Ltd. over two (2) safekeeping accounts under a secured facility agreement and (2) the purchase by Maple Tree Holdings Ltd. of additional Shares.

Except as set forth below, all Items in the Amended Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 9 and not otherwise defined shall have the respective meanings assigned to such terms in the Amended Schedule 13D.

Item 2. Identity and Background

Item 4. Interest in Securities of the Issuer

In consideration of the First Supplemental Agreement amending the Original Facility Agreement (both as described in Item 6 below), Blenheim granted a charge over two (2) safekeeping accounts together containing 30,800,000 Shares to secure its obligations under a facility in an amount of up to $150,000,000.

Item 5. Interest in Securities of the Issuer

Sections (a), (b) and (c) of Item 5 are amended as follows:

 (a) See Items 11 and 13 on Cover Pages to this Amendment No. 9. Percentages are based on 95,393,126 Common Shares issued and outstanding as of January 8, 2021.

Peter G. Livanos. Peter G. Livanos does not directly own any Shares.

Ceres Shipping Ltd. (“Ceres”). Mr. Livanos beneficially owns 100% of the share capital of Ceres. Ceres does not directly own any Shares.

Blenheim Holdings Ltd. (“Blenheim”). Blenheim is the direct owner of 37,300,000 Shares. Ceres beneficially owns a majority of the share capital of Blenheim, and, pursuant to the by-laws of Blenheim:

 “any question relevant to the voting or the sale, transfer or other disposal of any shares of [the Issuer] held from time to time by [Blenheim], and the disposition of any proceeds thereof, . . . shall be decided by a resolution adopted by [the holders] of a majority of the issued and outstanding shares”.

Accordingly, Ceres may be deemed to beneficially own the Shares directly held by Blenheim.

Mr. Livanos also beneficially owns 100% of the share capital of the following entities (the “Owned Entities”) which directly own an aggregate 1,243,544 Shares:

Entity		Number of Shares Directly Owned
Ash Tree S.A.		690,000
Maple Tree Holdings Ltd.		539,044
Acer Tree SA		14,500

Mr. Livanos is an officer, member of the board of directors and/or settlor of the following entities (the “Controlled Entities”) which directly own an aggregate 876,000 Shares for the benefit of Mr. Livanos and members of his family, accordingly he may be deemed to have shared voting and/or dispositive power over such Shares:

Entity		Number of Shares Directly Owned
Falconera Navigation Inc.		602,000
Chiara Holdings S. de R.L.		181,000
Thatcher Investments Limited		23,250
Eleanor Investments Holdings Limited		23,250
Nelson Equity Limited		23,250
JP Jones Holdings Limited		23,250

Mr. Livanos disclaims beneficial ownership of the Shares owned by the Controlled Entities, and the Controlled Entities disclaim beneficial ownership of the Shares owned by Mr. Livanos and the Owned Entities.

Except as set forth in this Item 5(a), none of the Reporting Persons owns beneficially any Shares.

 (b) Number of Shares as to which each Reporting Person has:

(iv)

Shared power to dispose or to direct the vote: See item 10 on Cover Pages to this Amendment No. 9.

(c) On September 25, 2020, Maple Tree Holdings Ltd. (“Maple Tree”), an entity in which Peter G. Livanos owns 100% of the share capital, acquired 100,000 shares in the open market at an average price of $2.7424 per Share. On October 9, 2020, Maple Tree transferred 475,409 Shares previously held by Maple Tree to Blenheim. Except as described in this Item 5(c), there have been no transactions in the Shares effected during the past 60 days by any of the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D/A is hereby amended by adding the following:

On December 31, 2020, Blenheim Holdings Ltd., as borrower entered into the First Supplemental Agreement, dated December 31, 2020 (the “First Supplemental Agreement”), with Citibank N.A., London Branch, as lender (the “Lender”) amending and restating the secured facility agreement dated October 31, 2017 between Blenheim, as borrower, and Lender (the “Original Facility Agreement”, as amended by the First Supplemental Agreement, the “Facility Agreement”).  In consideration of the First Supplemental Agreement, Blenheim granted a charge over two (2) safekeeping accounts together containing 30,800,000 Shares (the “Pledged Accounts”) to secure the obligations of Blenheim under the Facility Agreement. All amounts outstanding under the Facility Agreement over the term of the loan(s) are, and will be, secured, among other things, by the Pledged Accounts pursuant to (i) a security agreement (the “Security Agreement”), dated as of December 31, 2020, between  Blenheim and the Lender, (ii) a control agreement (the “Control Agreement”), dated as of December 31, 2020, between Blenheim, the Lender and Credit Suisse (Schweiz) AG, as the custodian and (iii) a pledge agreement (the “Pledge Agreement”), dated as of December 31, 2020, between Blenheim, the Lender and CMB Monaco, as the third party custodian. If Blenheim defaults on its obligations under the Facility Agreement then the Lender may declare all borrowings outstanding under the Facility Agreement, to be immediately due and payable, and if Blenheim does not pay such amounts, the Lender may elect, among other things, to foreclose on the Pledged Accounts under the Facility Agreement.

Exhibit 1 Security Agreement, dated December 31, 2020, between Blenheim Holdings Ltd., as borrower, and Citibank, N.A., London Branch, as lender.

Exhibit 2 Control Agreement, dated December 31, 2020, between Blenheim Holdings Ltd., as borrower, Citibank, N.A., London Branch, as lender and Credit Suisse (Schweiz) AG, as the custodian.

Exhibit 3 Pledge Agreement, dated December 31, 2020, between Blenheim Holdings Ltd., as borrower, Citibank, N.A., London Branch, as lender and CMB Monaco, as the third party custodian.

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: January 8, 2021

	Peter G. Livanos
	By:	/s/ Peter G. Livanos

	Ceres Shipping Ltd.
	By:	/s/ Peter G. Livanos
		Name:	Peter G. Livanos
		Title:	Director

	Blenheim Holdings Ltd.
	By:	/s/ Peter G. Livanos
		Name:	Peter G. Livanos
		Title:	Director