Sec Form 13G Filing - Alder Tree Investments II BV filing for ARDMORE SHIPPING CORP COM MARS (ASC) - 2022-12-23

Ardmore Shipping Corporation

(Name of Issuer)

CUSIP No.

Y0207T100

1

Names of Reporting Persons

Alder Tree Investments

II B.V.

2

Check the appropriate box if a member of a Group

(a) ☐

(b) ☒

3

Sec Use Only

4

Citizenship or Place of Organization

The Netherlands

Number of Shares

Beneficially Owned by Each

Reporting Person With:

5

Sole Voting Power

2,035,567 shares of common stock

6

Shared Voting Power

0 shares of common stock

7

Sole Dispositive Power

2,035,567 shares of common stock

8

Shared Dispositive Power

0 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,035,567 shares of common stock

10

Check box if the aggregate amount in row (9) excludes certain shares

☐

11

Percent of class represented by amount in row (9)

5.02%

12

Type of Reporting Person

CO

2

Item 1(a).

Name of Issuer:

Ardmore Shipping Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Belvedere Building, 69 Pitts Bay Road, Ground Floor, Pembroke, HM08, Bermuda

Item 2(a).

Name of Person Filing:

Alder Tree Investments II B.V.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Oudwijkerlaan 47, 3581 TB, ZEIST, The Netherlands

Item 2(c).

Citizenship:

The Netherlands

Item 2(d).

Title and Class of Securities:

Common stock, $0.01 par value per share

Item 2(e).

CUSIP No.:

Y0207T100

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐

Broker or dealer registered under Section 15 of the Act;

(b)

☐

Bank as defined in Section 3(a)(6) of the Act;

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

☐

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

3

(f)

☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(I)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

☐

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

(a)

The information required by Items 4(a) is set forth in Row 9 of the cover page for each reporting person and is incorporated herein by reference.

(b)

The information required by Items 4(b) is set forth in Row 11 of the cover page for each reporting person and is incorporated herein by reference.

(c)

The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each reporting person and is incorporated herein by reference.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not applicable.

Item 8.

Identification and classification of members of the group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

4

Item 10.

Certifications.

Alder Tree Investments II B.V.

By:

  /s/ Rob Schouten

Name:

Rob Schouten

Title:

Director

5