Ship Finance International Limited
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(Name of Issuer)
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Common Shares, par value $0.01 per share
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(Title of Class of Securities)
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G81075106
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(CUSIP Number)
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Hemen Holding Limited
c/o Seatankers Management Co. Ltd
P.O. Box 53562
CY-3399 Limassol
Cyprus
Attn: Spyros Episkopou
+(357) 25-858-300
with a copy to:
Keith J. Billotti, Esq.
Gary J. Wolfe, 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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November 16, 2018
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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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_].
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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).
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*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.
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CUSIP No.
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G81075106
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||
Hemen Holding Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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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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|
OO
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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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Cyprus
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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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0
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8.
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SHARED VOTING POWER
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*26,992,070
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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*26,992,070
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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*26,992,070
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 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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24.24%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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G81075106
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1.
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NAME OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Frontline Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) [X]
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(b) [_]
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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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OO
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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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Bermuda
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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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0
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8.
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SHARED VOTING POWER
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73,383
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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73,383
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
73,383
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 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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0.07%
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14.
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TYPE OF REPORTING PERSON
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|
CO
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CUSIP No.
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G81075106
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1.
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NAME OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||
Greenwich Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) [X]
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(b) [_]
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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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OO
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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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Cyprus
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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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0
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8.
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SHARED VOTING POWER
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*26,992,070
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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*26,992,070
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*26,992,070
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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24.24%
|
||
14.
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TYPE OF REPORTING PERSON
|
|
CO
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CUSIP No.
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G81075106
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1.
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NAME OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
C.K. Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) [X]
|
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
|
|
OO
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5.
|
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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Jersey
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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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0
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8.
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SHARED VOTING POWER
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*26,992,070
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9.
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SOLE DISPOSITIVE POWER
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|
0
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10.
|
SHARED DISPOSITIVE POWER
|
|
*26,992,070
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11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*26,992,070
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
24.24%
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14.
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TYPE OF REPORTING PERSON
|
|
CO
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CUSIP No.
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G81075106
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1.
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NAME OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
John Fredriksen*
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) [X]
|
||
(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
|
|
OO
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5.
|
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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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
|
|
0
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8.
|
SHARED VOTING POWER
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|
*26,992,070
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9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
|
*26,992,070
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11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*26,992,070
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
||
[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
24.24%
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14.
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TYPE OF REPORTING PERSON
|
|
IN
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CUSIP No.
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G81075106
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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Spyros Episkopou
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Director
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Mr. Episkopou's principal business address is Deana Beach Apartments Block 1, 4th Floor, 33 Promachon Eleftherias Street Agios Athanasios, Limassol 4103, Cyprus. Mr. Episkopou is a citizen of Cyprus.
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Kyriacos Kazamias
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Director
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Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, 4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
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Eirini Santhi
Theocharous
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Director
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Mrs. Theocharous' principal business address is Deana Beach Apartments Block 1, 4th Floor, 33 Promachon Eleftherias Street Agios Athanasios, Limassol 4103, Cyprus. Mrs. Theocharous is a citizen of Cyprus.
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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John Fredriksen
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Chairman, President & Director
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Mr. Fredriksen is a citizen of Cyprus and his principal business address is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, United Kingdom. Mr. Fredriksen is also the president, director and chairman of the board of directors Seadrill Limited and is a member of the board of directors of Golden Ocean Group Limited.
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Ulrika Laurin
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Director
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Ms. Laurin is a citizen of Sweden. Ms. Laurin has served as the Executive Chairman of Anglo-Atlantic Steamship Co. Ltd. and as the Chairman of Laurin Shipping AB. Ms. Laurin has also served as the Chief Financial Officer of Anglo-Atlantic Steamship Co. Ltd. and as Commercial Manager of Laurin Maritime (UK) Ltd.
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Georgina E. Sousa
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Director & Secretary
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Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also a director and the secretary of FLEX LNG LTD., Northern Drilling Ltd. and Independent Tankers Corporation Limited, and the secretary of the Issuer, Golden Ocean Group Limited, Seadrill Limited and Archer Limited.
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Ola Lorentzon
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Director
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Mr. Lorentzon is a citizen of Sweden. Mr. Lorentzon is also the chairman of the board of directors of Golden Ocean Group Limited and a director of Erik Thun AB and Laurin Shipping AB.
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James O'Shaughnessy
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Director
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Mr. O'Shaughnessy is a citizen of the United Kingdom . Mr. O'Shaughnessy is also the Executive Vice President, Chief Accounting Officer and Corporate Controller of Axis Capital Holdings Limited.
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Robert Hvide Macleod
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Director and Principal Executive Officer
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Mr. Macleod is a citizen of Norway. Mr. Macleod is also the chief executive officer of Frontline Management AS.
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Inger M. Klemp
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Principal Financial Officer and Principal Accounting Officer
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Ms. Klemp is a citizen of Norway. Ms. Klemp is also the chief financial officer of Frontline Management AS and a director of Independent Tankers Corporation Limited.
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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Spyros Episkopou
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Director
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Mr. Episkopou's principal business address is Deana Beach Apartments Block 1, 4th Floor, 33 Promachon Eleftherias Street Agios Athanasios, Limassol 4103, Cyprus. Mr. Episkopou is a citizen of Cyprus.
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Christophis Koufaris
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Director
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Mr. Koufaris' principal business address is Iris House 840A, 8 John Kennedy Street, P.O. Box 53510, 3303 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.
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Kyriacos Kazamias
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Director
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Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, 4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
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Eirini Santhi
Theocharous
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Director
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Mrs. Theocharous' principal business address is Deana Beach Apartments Block 1, 4th Floor, 33 Promachon Eleftherias Street Agios Athanasios, Limassol 4103, Cyprus. Mrs. Theocharous is a citizen of Cyprus.
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Name
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Position of Officer or Director
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Principal Occupation or Employment, Principal Business Address and Citizenship
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||
Spyros Episkopou
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Director
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Mr. Episkopou's principal business address is Deana Beach Apartments Block 1, 4th Floor, 33 Promachon Eleftherias Street Agios Athanasios, Limassol 4103, Cyprus. Mr. Episkopou is a citizen of Cyprus.
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Lewis James Glyn Williams
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Director
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Mr. Williams principal business address is IFC 5, ST. Helier, Jersey JE1 1ST. Mr. Williams is a citizen of Jersey.
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Philip James Jackman Le Vesconte
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Director
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Mr. Le Vesconte's principal business address is IFC 5, St. Helier, Jersey JE1 1ST. Mr. Le Vesconte is a citizen of Jersey.
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(d), (e)
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None of the Reporting Persons nor any executive officer or director of the Reporting Persons listed above, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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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(a)-(c)
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As of the date hereof, Hemen may be deemed to be the beneficial owner of 26,992,070 Common Shares, constituting 24.24% of the Common Shares based upon 111,373,064* Common Shares outstanding. The 26,992,070 Common Shares includes Frontline's 73,383 Common Shares. Hemen has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 26,992,070 Common Shares. Hemen has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 26,992,070 Common Shares.
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As of the date hereof, Frontline may be deemed to be the beneficial owner of 73,383 Common Shares, constituting 0.07% of the outstanding Common Shares, based upon 111,373,064* Common Shares outstanding. Frontline has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 73,383 Common Shares. Frontline has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 73,383 Common Shares.
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As of the date hereof, Greenwich, through Hemen, may be deemed to be the beneficial owner of 26,992,070 Common Shares, constituting 24.24% of the Common Shares based upon 111,373,064* Common Shares outstanding. Greenwich has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 26,992,070 Common Shares. Greenwich has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 26,992,070 Common Shares.
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As of the date hereof, C.K. Limited, through Greenwich, may be deemed to be the beneficial owner of 26,992,070 Common Shares, constituting 24.24% of the Common Shares based upon 111,373,064* Common Shares outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 26,992,070 Common Shares. C.K. Limited has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 26,992,070 Common Shares.
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As of the date hereof, Mr. Fredriksen may be deemed to beneficially own 26,992,070 Common Shares through his indirect influence over Hemen and Greenwich, the shares of which are held in the Trusts, constituting 24.24% of the Common Shares based upon 111,373,064* Common Shares outstanding. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 26,992,070 Common Shares except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 26,992,070 Common Shares.
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* According to the Issuer's public filings, there were 119,373,064 Common Shares outstanding as of June 30, 2018. In September 2016, Hemen loaned 8,000,000 Common Shares to an affiliate of the Issuer (the "Hemen Share Lending Arrangement"), which on-loaned the 8,000,000 Common Shares to an affiliate of one of the underwriters in the issuance of the Issuer's 5.75% convertible senior notes due 2021 (the "Underwriter Share Lending Arrangement") to facilitate hedging transactions by the investors of the notes. In November 2016, the Issuer issued 8,000,000 new Common Shares to Hemen to close out the Hemen Share Lending Arrangement. Accordingly, for the purposes of calculating the percentage of beneficial ownership, the Reporting Persons have excluded from the total issued and outstanding Common Shares of the Issuer the aforementioned 8,000,000 Common Shares that have been loaned under the Underwriter Share Lending Arrangement since it has been agreed under the Underwriter Share Lending Arrangement that such shares will be returned to the Issuer on or before the maturity of the 5.75% convertible senior notes due 2021.
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Certain other directors and officers of Frontline also beneficially own less than 0.1% of the Common Shares. Except as described above, no other Common Shares are beneficially owned by the persons named in Item 2 of the Schedule 13D/A.
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Except as otherwise described in this Amendment No. 7 and the Schedule 13D/A, there have been no transactions by the Reporting Persons in the Common Shares during the past 60 days.
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(d)
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Except as described in this Amendment No. 7 and the Schedule 13D/A, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
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(e)
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N/A
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Exhibit A:
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Joint Filing Agreement
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Exhibit B:
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SFLC Share Lending Agreement I (incorporated by reference to Exhibit B of the Reporting Persons' Schedule 13D/A filed with the U.S. Securities and Exchange Commission on October 11, 2016)
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Exhibit C
|
Amended and Restated Share Lending Agreement (incorporated by reference to Exhibit C of the Reporting Persons' Schedule 13D/A filed with the U.S. Securities and Exchange Commission on February 1, 2018)
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November 23, 2018
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||
(Date)
|
||
Hemen Holding Limited
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
||
Frontline Ltd.
|
||
By: /s/ Inger M. Klemp
|
||
Name: Inger M. Klemp
Title: Principal Financial Officer
|
||
Greenwich Holdings Limited
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
||
C.K. Limited
|
||
By: /s/ Spyros Episkopou
|
||
Name: Spyros Episkopou
Title: Director
|
||
/s/ John Fredriksen*
|
||
(Signature)
|
||
John Fredriksen*
(Name)
|
Hemen Holding Limited
|
|
By: /s/ Spyros Episkopou
|
|
Name: Spyros Episkopou
Title: Director
|
|
Frontline Ltd.
|
|
By: /s/ Inger M. Klemp
|
|
Name: Inger M. Klemp
Title: Principal Financial Officer
|
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Greenwich Holdings Limited
|
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By: /s/ Spyros Episkopou
|
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Name: Spyros Episkopou
Title: Director
|
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C.K. Limited
|
|
By: /s/ Spyros Episkopou
|
|
Name: Spyros Episkopou
Title: Director
|
|
/s/ John Fredriksen
|
|
(Signature)
|
|
John Fredriksen
(Name)
|