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, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Eneti Inc.
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
Y2294C107
(CUSIP Number)
Peter Niklai
Executive Managing Director
INCJ, Ltd.
7th Floor, Tokyo Toranomon Global Square 1-3-1, Toranomon, Minato-ku,
Tokyo 105-0001, Japan
+81-3-5532-7110
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
August 30, 2022
(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 Rule 13d-1(e), 13d-1(f) or 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. Y2294C107 | 13D | Page 2 of 5 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INCJ, Ltd. | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||||
| 3 |
SEC USE ONLY
| ||||
| 4 |
SOURCE OF FUNDS (See Instructions) OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Japan | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | |||
| 8 |
SHARED VOTING POWER 0 | ||||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||||
| 10 |
SHARED DISPOSITIVE POWER 0 | ||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||||
| 14 |
TYPE OF REPORTING PERSON (See Instructions) CO | ||||
| CUSIP No. Y2294C107 | 13D | Page 3 of 5 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
INCJ SJ Investment Limited | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||||
| 3 |
SEC USE ONLY
| ||||
| 4 |
SOURCE OF FUNDS (See Instructions) OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | |||
| 8 |
SHARED VOTING POWER 0 | ||||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||||
| 10 |
SHARED DISPOSITIVE POWER 0 | ||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% | ||||
| 14 |
TYPE OF REPORTING PERSON (See Instructions) CO | ||||
Explanatory Note:
This Amendment No. 3 to the Schedule 13D (this “Amendment No. 3”) relates to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2022, as amended by that certain Amendment No. 1 to the Schedule 13D filed with the SEC on May 18, 2022, as further amended by that certain Amendment No. 2 to the Schedule 13D filed with the SEC on August 8, 2022 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 3, the “Schedule 13D”) by the Reporting Persons, relating to the common shares, par value $0.01 per share (the “Common Shares”), of Eneti Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Initial 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Initial 13D.
This Amendment No. 3 constitutes an exit filing of the Reporting Persons with respect to the Common Shares previously reported as held by the Reporting Persons.
This Amendment No. 3 amends Items 4, 5, 6 and 7 of the Initial 13D as set forth below:
| Item 4. | Purpose of Transaction |
Item 4 of the Initial 13D is hereby supplemented by adding the following paragraph:
“Share Repurchase
On August 30, 2022, INCJ SJ and the Company entered into that certain share purchase agreement (the “Repurchase Agreement”) pursuant to which INCJ SJ agreed to sell to the Company, and the Company agreed to purchase from INCJ SJ, all 2,292,310 Common Shares held by INCJ SJ for an aggregate purchase price of $16,952,238.00, representing a purchase price of $7.40 per share (such transaction, the “Share Repurchase”).
On August 31, 2022, pursuant to the terms of the Repurchase Agreement, INCJ SJ and the Company consummated the Share Repurchase. As a result of the Share Repurchase, as of August 31, 2022, the Reporting Persons no longer beneficially own any Common Shares.
The description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 99.7 to this Schedule 13D and incorporated herein by reference.”
| Item 5. | Interest in Securities of the Issuer. |
Section (a), (b), and (e) of Item 5 of the Initial 13D is hereby amended and restated in its entirety as follows:
(a) – (b)
&#x 201C;As a result of the Share Repurchase, as of August 31, 2022, the Reporting Persons no longer beneficially own any Common Shares.”
| (e) |
“As a result of the Share Repurchase reported in Item 4, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities of the Company on August 31, 2022. The filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.”
| Page 4 of 5 Pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 in this Amendment No. 3 is hereby incorporated by reference.
| Item 7. | Material to Be Filed as Exhibits. |
Item 7 of the Initial 13D is hereby supplemented by adding the following:
| Exhibit No. | Description |
| 99.7 | Share Purchase Agreement, dated as of August 30, 2022, by and between INCJ SJ Investment Limited and Eneti Inc.⁎⁎ |
⁎⁎ Filed herewith.
| Page 5 of 5 Pages |
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: August 31, 2022
| INCJ, LTD. | ||
| By: | /s/ Peter Niklai | |
| Name: | Peter Niklai | |
| Title: | Executive Managing Director | |
| INCJ SJ INVESTMENT LIMITED | ||
| By: | /s/ Peter Niklai | |
| Name: | Peter Niklai | |
| Title: | Director | |
[Signature Page to Schedule 13D Amendment No. 3]