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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 2)*
THE SECURITIES EXCHANGE ACT OF 1934
| Global Ship Lease, Inc. |
| (Name of Issuer) |
| Class A Common Shares, par value $0.01 per share |
| (Title of Class of Securities) |
| Y27183 600 |
| (CUSIP Number) |
|
c/o Technomar Shipping Inc. 3-5 Menandrou Str. Kifisia 14561 Athens, Greece Attention: Georgios Giouroukos Telephone: +30 210 6233670
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| January 20, 2021 |
| (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-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 240.13d-7(b) for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
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 (however, see the Notes).
| CUSIP No. | Y27183 600 |
| 1. | NAME OF REPORTING PERSONS | ||
| Shipping Participations Inc. | |||
| 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 | ||
| 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 | ||
| 1,628,305 | |||
| 9. | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10. | SHARED DISPOSITIVE POWER | ||
| 1,628,305 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | ||
| PERSON | |||
| 1,628,305 | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | ||
| CERTAIN SHARES | [_] | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 4.5% (1) | |||
| 14. | TYPE OF REPORTING PERSON | ||
CO
|
|||
| (1) | Based on 36,141,509 Class A Common Shares outstanding as of the date hereof, based on information received from the Issuer. |
| CUSIP No. | Y27183 600 |
| 1. | NAME OF REPORTING PERSONS | ||
| Shipping Investments Treasurer Inc. | |||
| 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 | ||
| 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 | ||
| 1,628,305 | |||
| 9. | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10. | SHARED DISPOSITIVE POWER | ||
| 1,628,305 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | ||
| PERSON | |||
| 1,628,305 | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | ||
| CERTAIN SHARES | [_] | ||
| 13. | < font style="font-size: 10pt">PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 4.5% (1) | |||
| 14. | TYPE OF REPORTING PERSON | ||
| CO | |||
| (1) | Based on 36,141,509 Class A Common Shares outstanding as of the date hereof, based on information received from the Issuer. |
| CUSIP No. | Y27183 600 |
| 1. | NAME OF REPORTING PERSONS | ||
| Georgios Giouroukos | |||
| 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 | ||
| Greece | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| |||
| 7. | SOLE VOTING POWER | ||
| 0 | |||
| 8. | SHARED VOTING POWER | ||
| 1,628,305 | |||
| 9. | SOLE DISPOSITIVE POWER | ||
| 0 | |||
| 10. | SHARED DISPOSITIVE POWER | ||
| 1,628,305 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | ||
| PERSON | |||
| 1,628,305 | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | ||
| CERTAIN SHARES | [_] | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 4.5% (1) | |||
| 14. | TYPE OF REPORTING PERSON | ||
| IN | |||
| (1) | Based on 36,141,509 Class A Common Shares outstanding as of the date hereof, based on information received from the Issuer. |
| CUSIP No. | Y27183 600 |
| Item 1. | Security and Issuer. | |
|
This Amendment No. 2 to the Schedule 13D that was filed on April 26, 2019 (and as thereafter amended on February 25, 2020 (the "Schedule 13D") relates to the Class A common shares, par value $0.01 per share ("Class A Common Shares"), of Global Ship Lease, Inc., a Marshall Islands corporation (the "Issuer"), having its principal executive offices at c/o Global Ship Lease Services Limited, 25 Wilton Road, London SW1V 1LW, United Kingdom. This Amendment No. 2 to the Schedule 13D is being filed to reflect a change in the beneficial ownership percentages of the Reporting Persons (as defined herein) due to an increase in the number of the Issuer's Class A Common Shares outstanding. As a result, this Amendment No. 2 to the Schedule 13D constitutes an exit filing for the Reporting Persons.
| ||
| Item 2. | Identity and Background. |
|
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is being filed on behalf the following:
Shipping Participations Inc., a Marshall Islands corporation ("Shipping Participations");
Shipping Investments Treasurer Inc., a Marshall Islands corporation ("Shipping Investments Treasurer"), and the sole shareholder of Shipping Participations; and
Georgios Giouroukos, a citizen of Greece and the sole shareholder of Shipping Investments Treasurer ("Mr. Giouroukos", and together with Shipping Participations and Shipping Investments Treasurer, the "Reporting Persons").
As of the date of this filing, Shipping Participations, Shipping Investments Treasurer and Mr. Giouroukos may be deemed the beneficial owners of approximately 4.5% of the Issuer's outstanding Class A Common Shares.
The principal business of each of Shipping Participations and Shipping Investments Treasurer is acting as a holding company for investments in the shipping industry. Mr. Giouroukos is the Executive Chairman of the Issuer, the Founder, Managing Director, and majority beneficial owner of Technomar Shipping Inc., and the sole beneficial owner of ConChart Commercial Inc.
The principal business address and principal office address of each of the Reporting Persons is c/o Technomar Shipping Inc., 3-5 Menandrou Str., Kifisia 14561, Athens, Greece.
The identity, present principal occupation/employment, citizenship and business address of the sole director of each of the Reporting Persons (the "Principal"), other than Mr. Giouroukos, are set forth below. None of such Reporting Persons has any executive officers. |
| Name | Business Address |
Principal Occupation and Employment |
Citizenship | |
| Dimitrios Tsiaklagkanos (Director) |
13 Defteras Merarchias Street Alassia Building 18535 Piraeus Greece |
Lawyer | Greek |
|
The Reporting Persons, and to the best of their knowledge, the Principal, 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 Principal, 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 is hereby amended to include the following:
On July 2020 and January 2021, Shipping Participations acquired an additional 124,383 and 30,586 respectively, of Class A Common Shares directly from the Issuer as share-based compensation pursuant to the Issuer's Equity Incentive Plan. | |
| Item 4. | Purpose of Transaction. |
| There are no material changes to the Schedule 13D. |
| Item 5. |
Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: |
| (a, b) |
As of the date of this filing:
Shipping Participations, Shipping Investments Treasurer, and Mr. Giouroukos may be deemed to be the beneficial owners of 1,628,305 Class A Common Shares, representing approximately 4.5% of the Issuer's outstanding Class A Common Shares. Shipping Participations, Shipping Investments Treasurer, and Mr. Giouroukos have the shared power to vote and dispose of these Class A Common Shares.
To the best of the Reporting Persons' knowledge, the Principal does not beneficially own any Class A Common Shares.
Except as set forth in this Item 5, none of the Reporting Persons beneficially owns any Class A Common Shares. |
| 0; | |
| (c) | No transactions in the Class A Common Shares were effected by the Reporting Persons during the past 60 days. |
| (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 Persons. |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's outstanding Class A Common Shares on January 26, 2021. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
| There are no material changes to the Schedule 13D. | |
| Item 7. | Material to be Filed as Exhibits. |
|
There are no material changes to the Schedule 13D.
|
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: February 5, 2021 |
| SHIPPING PARTICIPATIONS INC. | ||
| By: | /s/ Dimitrios Tsiaklagkanos | |
| Name: | Dimitrios Tsiaklagkanos | |
| Title: | Director | |
| SHIPPING INVESTMENTS TREASURER INC. | ||
| By: | /s/ Dimitrios Tsiaklagkanos | |
| Name: | Dimitrios Tsiaklagkanos | |
| Title: | Director | |
| GEORGIOS GIOUROUKOS | |
| /s/ Georgios Giouroukos | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).