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 13D/A
(Amendment No. 5)
THE SECURITIES EXCHANGE ACT OF 1934
|
Hermitage Offshore Services Ltd.
|
|
(Name of Issuer)
|
|
Common Shares, par value $0.01 per share
|
|
(Title of Class of Securities)
|
|
G4511M 108
|
|
(CUSIP Number)
|
|
Mr. Emanuele Lauro
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
with a copy to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
|
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
|
December 20, 2019
|
|
(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 ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].
|
CUSIP No.
|
G4511M 108
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Scorpio Offshore Investments Inc.
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
WC
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
The Republic of the Marshall Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
3,567,931
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
3,567,931
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
3,567,931
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
[_]
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
13.9%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
|
CUSIP No.
|
G4511M 108
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Scorpio Offshore Holding Inc.
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
WC
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
The Republic of the Marshall Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
[_]
|
|
|
|
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
31.7%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
|
CUSIP No.
|
G4511M 108
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Scorpio Services Holding Limited
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
WC
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
The Republic of the Marshall Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
11,925,079
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11,925,079
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
11,925,079
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
[_]
|
|
|
|
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
46.5%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
|
CUSIP No.
|
G4511M 108
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Scorpio Holdings Limited
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
WC
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
The Republic of the Marshall Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
11,925,079
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11,925,079
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
11,925,079
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
[_]
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
46.5%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
|
CUSIP No.
|
G4511M 108
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Culky Investments Inc.
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
WC
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
The Republic of the Marshall Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
[_]
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
31.7%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
|
CUSIP No.
|
G4511M 108
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Scorpio Services Holding Two Limited
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
WC
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
The Republic of the Marshall Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
11,694,150
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
11,694,150
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
11,694,150
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
[_]
|
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
45.6%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
CO
|
|
|
CUSIP No.
|
G4511M 108
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Emanuele Lauro
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Italy
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
8,126,219
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
[_]
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
31.7%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
IN
|
|
|
CUSIP No.
|
G4511M 108
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
|
Annalisa Lolli-Ghetti
|
|
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
|
(a) [_]
|
|
|
|
(b) [X]
|
|
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
Italy
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
|
|
|
|
|
15,493,010
|
|
|
|
|
|
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
15,493,010
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
15,493,010
|
|
|
|
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
|
[_]
|
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
60.4%
|
|
|
|
|
|
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
IN
|
|
|
CUSIP No.
|
G4511M 108
|
|
|
|
Item 1.
|
Security and Issuer.
|
|
|
|
|
|
This Amendment No. 5 to the Schedule 13D that was originally filed on December 21, 2018 relates to the common stock, par value $0.01 per share (the
“Common Shares”), of Hermitage Offshore Services Ltd. (formerly Nordic American Offshore Ltd.), a corporation formed under the laws of
Bermuda (the “Issuer”), having its principal executive offices at LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda. As of December 20,
2019, the Issuer had 25,661,915 Common Shares outstanding.
|
|
|
|
|
Item 2.
|
Identity and Background.
|
|
|
Item 2 of the Schedule 13D/A that was filed on November 22, 2019 is hereby amended and restated in its entirety as follows:
|
|
|
This Schedule 13D is being filed on behalf of the following:
Scorpio Holdings Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“Scorpio Holdings”);
Scorpio Services Holding Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“SSH”), and a wholly-owned subsidiary of Scorpio Holdings;
Scorpio Services Holding Two Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“SSHT”);
Culky Investments Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“Culky”);
Scorpio Offshore Holding Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“SOHI”), and a joint subsidiary of SSH, SSHT and Culky;
Scorpio Offshore Investments Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“SOI”), and a wholly-owned subsidiary of SSHT;
Emanuele Lauro (“Mr. Lauro”),
the
sole shareholder of Culky; and
Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings and SSHT (“Ms. Lolli-Ghetti”, and together with Scorpio Holdings, SSH, SSHT, Culky, SOHI, SOI, and Mr. Lauro, the “Reporting Persons”).
Ms. Lolli-Ghetti may be deemed the beneficial owner of 60.4% of the Issuer’s outstanding Common Shares; SOHI, Culky and Mr. Lauro may be deemed the
beneficial owners of 31.7% of the Issuer’s outstanding Common Shares; SOI may be deemed the beneficial owner of 13.9% of the Issuer’s outstanding Common Shares; SSHT may be deemed the beneficial owner of 45.6% of the Issuer’s outstanding
Common Shares; and Scorpio Holdings and SSH may be deemed the beneficial owners of 46.5% of the Issuer’s outstanding Common Shares.
The principal business of Scorpio Holdings is acting as a holding company for SSH and certain other companies. The principal business of SSH is the
provision of administrative services relating to the ownership and operation of vessels. The principal business of SOI, SOHI and Culky is investing in the offshore industry. The principal business of SSHT is investing in, owning and operating
(via subsidiaries) vessels, including offshore vessels.
The principal business address and principal office address of each of the Reporting Persons 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 the Reporting Persons, other than Ms. Lolli-Ghetti for whom such information is provided elsewhere herein, (together, the “Principals”)
is set forth below.
|
|
|
Name
|
|
Principal Occupation and Employment(1)
|
|
Citizenship
|
|
|
Emanuele Lauro
|
|
Director and Chief Executive Officer of Scorpio Holdings, SSHT, SSH, the Issuer, Scorpio Tankers Inc., Scorpio Bulkers Inc. and other entities within
the Scorpio group of companies, and Director and Secretary of SOHI.
|
|
Italy
|
|
|
Robert Bugbee
|
|
Director and President of Scorpio Holdings, SSHT, SSH, the Issuer, Scorpio Tankers Inc., Scorpio Bulkers Inc. and other entities within the Scorpio
group of companies, and Director of SOHI.
|
|
Britain
|
|
|
Cameron Mackey
|
|
Director and Chief Operating Officer of Scorpio Holdings, SSHT, SSH, the Issuer, Scorpio Tankers Inc. and other entities within the Scorpio group of
companies, and Chief Operating Officer of Scorpio Bulkers Inc.
|
|
USA
|
|
|
Filippo Lauro
|
|
Director and Vice President of Scorpio Holdings, SSHT, SSH and
other entities within the Scorpio group of companies, and Vice President of the Issuer, Scorpio Bulkers Inc. and Scorpio Tankers Inc.
|
|
Italy
|
|
|
Brian Lee
|
|
Chief Financial Officer of Scorpio Holdings, SSHT, SSH, Scorpio Tankers Inc. and other entities within the Scorpio group of companies.
|
|
USA
|
|
|
Rosada Guglielmi
|
|
Director and Secretary of Culky, SOI and other entities within the Scorpio group of companies.
|
|
Italy
|
|
|
(1) The business address of the Principals, Scorpio Tankers Inc., Scorpio Bulkers Inc. and other entities within the Scorpio group of companies is
9, Boulevard Charles III, MC 98000, Monaco.
|
|
|
|
|
|
The Reporting Persons, and, to the best of their knowledge, the Principals, have not, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
|
|
|
|
|
|
The Reporting Persons, and, to the best of their knowledge, the 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.
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
|
|
Item 3 of the Schedule 13D/A that was filed on November 22, 2019 is hereby amended to include the following:
|
|
|
On November 25, 2019, SSH acquired an aggregate of 15,647 Common Shares in open market transactions and on December 20, 2019, SSH acquired
1,651,201 Common Shares at $1.11334 per share in connection with the Issuer’s exercise of a portion of the Equity Line of Credit. SSH used funds from working capital for these purchases of Common Shares.
|
|
|
|
|
Item 4.
|
Purpose of Transaction.
|
|
|
There are no material changes from the Schedule 13D/A that was filed on November 22, 2019.
|
|
|
|
|
|
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
|
Item 5 of the Schedule 13D/A that was filed on November 22, 2019 is hereby amended and restated in its entirety as follows:
|
|
(a, b)
|
As of the date of this filing:
Ms. Lolli-Ghetti may be deemed the beneficial owner of 15,493,010 Common Shares, representing approximately 60.4% of the Issuer’s outstanding
Common Shares. Ms. Lolli-Ghetti has the shared power to vote and dispose of these Common Shares.
SSHT may be deemed the beneficial owner of 11,694,150 Common Shares, representing approximately 45.6% of the Issuer’s outstanding Common Shares.
SSHT and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
Scorpio Holdings and SSH may be deemed the beneficial owners of 11,925,079 Common Shares, representing approximately 46.5% of the Issuer’s
outstanding Common Shares. Scorpio Holdings, SSH and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
SOHI, Culky and Mr. Lauro may be deemed the beneficial owners of 8,126,219 Common Shares, representing approximately 31.7% of the Issuer’s
outstanding Common Shares. SOHI, SSH, Culky, Scorpio Holdings, Mr. Lauro, SSHT and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
SOI may be deemed the beneficial owner of 3,567,931 Common Shares, representing approximately 13.9% of the Issuer’s outstanding Common Shares. SOI,
SSHT and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
As of the date of this filing, the Principals (other than Mr. Lauro for whom such information is provided elsewhere herein) may be deemed to be the
beneficial owners of an aggregate of 100,000 Common Shares with the sole power to vote and dispose of the Common Shares that each Principal respectively owns.
|
|
|
|
|
(c)
|
To the best of the Reporting Persons’ knowledge, transactions in the Common Shares effected by the Reporting Persons during the past 60 days and
not previously reported are set forth on Exhibit A to this Amendment No. 5 to the Schedule 13D that was originally filed on December 21, 2018.
|
|
|
|
|
(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 Common Shares beneficially owned by the Reporting Persons or the Principals.
|
|
|
|
|
(e)
|
Not applicable.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
|
|
|
|
|
There are no material changes from the Schedule 13D/A that was filed on November 22, 2019.
|
|
|
|
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
|
There are no material changes from the Schedule 13D/A that was filed on November 22, 2019.
|
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: December 20, 2019
|
SCORPIO OFFSHORE INVESTMENTS INC.*
|
|
|
|
|
|
|
|
By:
|
/s/ Rosada Guglielmi
|
|
|
Name:
|
Rosada Guglielmi
|
|
|
Title:
|
Secretary
|
|
|
|
|
|
|
SCORPIO OFFSHORE HOLDING INC.*
|
|
|
|
|
|
|
|
By:
|
/s/ Emanuele Lauro
|
|
|
Name:
|
Emanuele Lauro
|
|
|
Title:
|
Secretary
|
|
|
|
|
|
|
SCORPIO SERVICES HOLDING LIMITED*
|
|
|
|
|
|
|
|
By:
|
/s/ Filippo Lauro
|
|
|
Name:
|
Filippo Lauro
|
|
|
Title:
|
Executive Chairman/Vice President
|
|
|
|
|
|
|
SCORPIO HOLDINGS LIMITED*
|
|
|
|
|
|
|
|
By:
|
/s/ Filippo Lauro
|
|
|
Name:
|
Filippo Lauro
|
|
|
Title:
|
Executive Chairman/Vice President
|
|
|
|
|
|
|
|
|
|
|
SCORPIO SERVICES HOLDING TWO LIMITED*
|
|
|
|
|
|
|
|
By:
|
/s/ Filippo Lauro
|
|
|
Name:
|
Filippo Lauro
|
|
|
Title:
|
Executive Chairman/Vice President
|
|
|
|
|
|
|
CULKY INVESTMENTS INC.*
|
|
|
|
|
|
|
|
By:
|
/s/ Rosada Guglielmi
|
|
|
Name:
|
Rosada Guglielmi
|
|
|
Title:
|
Secretary
|
|
|
EMANUELE LAURO*
|
|
|
|
|
|
|
|
By:
|
/s/ Emanuele Lauro
|
|
|
Name:
|
Emanuele Lauro
|
|
|
|
|
|
|
ANNALISA LOLLI-GHETTI*
|
|
|
|
|
|
|
|
By:
|
/s/Annalisa Lolli-Ghetti
|
|
|
Name:
|
Annalisa Lolli-Ghetti
|
* The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest
therein.
|
|
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
|
Exhibit A
INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED
Scorpio Services Holding Limited
|
Date of
Transaction |
Number of Common Shares
Purchased/(Sold) |
Average Price per Common Share |
|
|
|
|
|
November 25, 2019
|
15,647
|
$1.55
|
|
December 20, 2019
|
1,651,201
|
$1.11334
|