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
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Scorpio Tankers Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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Y7542C 130
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(CUSIP Number)
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Mr. Emanuele Lauro
9, Boulevard Charles III
Monaco 98000
377-9798-5716
with a copy to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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May 7, 2020
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(Date of Event Which Requires Filing of this Statement)
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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 ss.240.13d-1(e), 240.13d‑1(f) or
240.13d-1(g), check the following box [ ].
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CUSIP No.
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Y7542C 130
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1.
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NAME OF REPORTING PERSONS
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Scorpio Bulkers Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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2,155,140
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8.
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SHARED VOTING POWER
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-0-
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9.
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SOLE DISPOSITIVE POWER
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2,155,140
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10.
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SHARED DISPOSITIVE POWER
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-0-
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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2,155,140
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.7%
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14.
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TYPE OF REPORTING PERSON
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CO
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Y7542C 130
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Explanatory Note:
This Amendment No. 3 to the Schedule 13D that was originally filed on October 22, 2018 (and as thereafter amended on October 2, 2019 and December 13, 2019) (the “Schedule 13D”)
relates to the common stock, par value $0.01 per share (the “Common Shares”) of Scorpio Tankers Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the “Issuer”), and is being filed to reflect the disposition of 2,250,000 Common Shares of the Issuer by SALT (as defined herein) through open-market sales and constitutes an exit filing for SALT (as
defined herein), as, following the disposition, SALT has ceased to beneficially own more than five percent of the Issuer’s outstanding Common Shares.
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Item 1.
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Security and Issuer.
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There are no material changes to the Schedule 13D.
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Item 2.
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Identity and Background.
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Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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This Amendment No. 3 to the Schedule 13D is being filed on behalf of Scorpio Bulkers Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“SALT” or the “Reporting Person”), which may be deemed the beneficial owner of approximately 3.7% of the Issuer's outstanding Common Shares.
The principal business of SALT is the ownership and operation of drybulk cargo vessels. The principal business address and principal office address of SALT is 9, Boulevard Charles III, MC 98000,
Monaco.
The identity, present principal occupation/employment, citizenship and business address of the executive officers, directors, and controlling persons of SALT is set forth below.
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Name
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Principal Occupation and Employment(1)
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Citizenship
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Emanuele A. Lauro
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Chairman, Director and Chief Executive Officer of the Reporting Person, the Issuer, Hermitage(2), and other entities within the Scorpio group of companies
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Italy
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Robert Bugbee
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Director and President of the Reporting Person, the Issuer, Hermitage, and other entities within the Scorpio group of companies
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Britain
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Cameron Mackey
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Chief Operating Officer of the Reporting Person, and Director and Chief Operating Officer of the Issuer, Hermitage, and other entities within the Scorpio group of companies
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United States
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Filippo Lauro
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Vice President of the Reporting Person, the Issuer and Hermitage, and Director and Vice President of other entities within the Scorpio group of companies
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Italy
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Hugh Baker
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Chief Financial Officer of the Reporting Person
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United States
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Fan Yang
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Secretary of the Reporting Person, the Issuer and Hermitage and Director and Secretary of other entities within the Scorpio group of companies
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Britain
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Roberto Giorgi
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Director of the Reporting Person
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Italy
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Christian M. Gut
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Director of the Reporting Person
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Italy
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Einar Michael Steimler
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Director of the Reporting Person
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Britain
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James B. Nish
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Director of the Reporting Person
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United States
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Thomas Ostrander
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Director of the Reporting Person
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United States
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Berit Ledel Henriksen
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Director of the Reporting Person
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Canada
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_________________
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Messrs. Emanuele Lauro, Robert Bugbee, Cameron Mackey, Filippo Lauro, Hugh Baker and Ms. Fan Yang are referred to collectively as the “SALT Principals”.
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“Hermitage” refers to Hermitage Offshore Services Ltd.
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The business address of the Reporting Person and each of the Reporting Person's executive officers and directors is 9 Boulevard Charles III, MC 98000,
Monaco.
The Reporting Person, and, to the best of its knowledge, the SALT Principals, have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
The Reporting Person, and, to the best of its knowledge, the SALT Principals, have not, during the last five years, 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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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There are no material changes to the Schedule 13D.
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Item 4.
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Purpose of Transaction.
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There are no material changes to the Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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(a, b)
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As of May 5, 2020, the Issuer reported 58,672,080 Common Shares outstanding. Based on the foregoing, SALT may be deemed to be the beneficial owner of 2,155,140 Common Shares, representing
approximately 3.7% of the Issuer's outstanding Common Shares.
As of the date of this filing, the SALT Principals may be deemed to be the beneficial owners of an aggregate of 3,208,099 Common Shares, with the sole power to vote and dispose of the Common
Shares that each SALT Principal respectively owns.
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(c)
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Transactions in the Common Shares effected by the Reporting Person during the past 60 days are set forth on Exhibit A-1 to this Amendment No. 3 to the Schedule 13D.
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(d)
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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 Common Shares beneficially owned by the
Reporting Person or the SALT Principals.
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(e)
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The Reporting Person ceased to be a beneficial owner of more than five percent of the Issuer’s outstanding Common Shares on May 7, 2020.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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There are no material changes to the Schedule 13D.
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Item 7.
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Material to be Filed as Exhibits.
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The Schedule 13D is hereby amended to include the following exhibit:
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Exhibit A-1 – Information with respect to transactions effected.
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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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Date: May 8, 2020
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SCORPIO BULKERS INC.
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By:
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/s/ Hugh Baker
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Name:
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Hugh Baker
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Title:
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Chief Financial Officer
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* The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A-1
INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED
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Date of Transaction
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Average Price per Common Share
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Type of Transaction
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Number of Common Shares Sold
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May 6, 2020
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$19.88
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Open Market Sale
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250,000
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May 7, 2020
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$18.71
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Open Market Sale
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1,500,000
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May 8, 2020
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$19.59
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Open Market Sale
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500,000
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