sc13g

0000950134-06-002315.txt : 20060209 0000950134-06-002315.hdr.sgml : 20060209 20060209155819 ACCESSION NUMBER: 0000950134-06-002315 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 GROUP MEMBERS: FR X OFFSHORE GP LP GROUP MEMBERS: FR X OFFSHORE LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Quintana Maritime LTD CENTRAL INDEX KEY: 0001325098 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81159 FILM NUMBER: 06593068 BUSINESS ADDRESS: STREET 1: PANDORAS 13 & KYPROU STREET CITY: GLYFADA STATE: J3 ZIP: 166 74 BUSINESS PHONE: 011-30-210-898-5056 MAIL ADDRESS: STREET 1: PANDORAS 13 & KYPROU STREET CITY: GLYFADA STATE: J3 ZIP: 166 74 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FR X Offshore GP LTD CENTRAL INDEX KEY: 0001332739 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-661-6601 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 d32859sc13g.htm SCHEDULE 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. _____)*

Quintana Maritime Limited

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y71696109

(CUSIP Number)

December 31, 2005

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

þ Rule 13d-1(d)

* 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. Y71696 10 9


1.	Names of Reporting Person.
	I.R.S. Identification Nos. of Reporting Person (entities only).

	FR X Offshore GP Limited 98-0468822

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a) ¨

	(b) þ

3.	SEC Use Only

4.	Citizenship or Place of Organization

	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:

	5. Sole Voting Power:	0

	6. Shared Voting Power:	3,072,395

	7. Sole Dispositive Power:	0

	8. Shared Dispositive Power:	3,072,395

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,072,395

10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

	¨

11.	Percent of Class Represented by Amount in Row 9: 13.0%*

12.	Type of Reporting Person (See Instructions)

	CO

Based on the 23,554,617 shares of the Issuer’s Common Stock that were issued and outstanding on October 31, 2005, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending September 30, 2005, filed with the U.S. Securities and Exchange Commission on November 4, 2005.

CUSIP No. Y71696 10 9


1.	Names of Reporting Person.
	I.R.S. Identification No. of above person (entities only).

	FR X Offshore GP, L.P. 98-0478156

2.	Check the Appropriate Box if a Member of a Group (See Instructions)

	(a) ¨

	(b) þ

3.	SEC Use Only

4.	Citizenship or Place of Organization

	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:

	5. Sole Voting Power:	0

	6. Shared Voting Power:	3,072,395

	7. Sole Dispositive Power:	0

	8. Shared Dispositive Power:	3,072,395

9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,072,395

10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

	¨

11.	Percent of Class Represented by Amount in Row 9: 13.0%*

12.	Type of Reporting Person (See Instructions)

	PN

*Based on the 23,554,617 shares of the Issuer’s Common Stock that were issued and outstanding on October 31, 2005, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending September 30, 2005, filed with the U.S. Securities and Exchange Commission on November 4, 2005.

CUSIP No. Y71696 10 9


1.		Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).

		FR X Offshore, L.P. 98-0478161

2.		Check the Appropriate Box if a Member of a Group (See Instructions)

		(a) ¨

		(b) þ

3.		SEC Use Only

4.		Citizenship or Place of Organization

		Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:

		5. Sole Voting Power: 0

		6. Shared Voting Power: 3,072,395

		7. Sole Dispositive Power: 0

		8. Shared Dispositive Power: 3,072,395

9.		Aggregate Amount Beneficially Owned by Each Reporting Person: 3,072,395

10.		Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)

		¨

11.		Percent of Class Represented by Amount in Row 9: 13.0%*

12.		Type of Reporting Person (See Instructions)
		PN

CUSIP No. Y71696 10 9

Item 1(a). Name of Issuer

Quintana Maritime Limited

Item 1(b). Address of Issuer’s Principal Executive Offices

Pandoras 13 & Kyprow Street
166 74 Glyfada
Greece

Item 2(a). Name of Persons Filing

This Schedule 13G is filed on behalf of each of the following entities (collectively, the “Reporting Persons”):

FR X Offshore GP Limited
FR X Offshore GP, L.P.
FR X Offshore, L.P.

Each of the shares listed in Item 4 below for each Reporting Person is directly held by FR X Offshore, L.P. (“Offshore LP”). FR X Offshore GP, L.P. (“Offshore GP”) is the general partner of Offshore LP and may be deemed to share beneficial ownership of the shares of the Issuer held by Offshore LP. FR X Offshore GP Limited is the general partner of Offshore GP and may be deemed to share beneficial ownership of the shares of the Issuer held by Offshore LP.

Item 2(b). Address of Principal Business Office of Each Reporting Person

One Lafayette Place, Third Floor, Greenwich, Connecticut 06830

Item 2(c). Citizenship of Each Reporting Person

Cayman Islands

Item 2(d). Title of Class of Securities

Common Stock, par value $0.01 per share

Item 2(e). CUSIP Number

Y71696109


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 (15 U.S.C. 78o).

(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

CUSIP No. Y71696109


(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	¨	A savings association 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 (15 U.S.C. 80a-3).

(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

As of December 31, 2005, the following shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Quintana Maritime Limited, a Marshall Islands corporation (the “Issuer”), were beneficially owned by the Reporting Persons (all percentages of Common Stock reported in this statement on Schedule 13G (the “Schedule 13G”) have been calculated based on the Common Stock outstanding as of October 31, 2005, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending September 30, 2005, filed with the U.S. Securities and Exchange Commission on November 4, 2005).


FR X Offshore GP Limited:	Amount beneficially owned:	3,072,395
	Percent of class:	13.0	%
	Sole voting power:	0
	Shared voting power:	3,072,395
	Sole dispositive power:	0
	Shared dispositive power:	3,072,395

FR X Offshore GP, L.P.:	Amount beneficially owned:	3,072,395
	Percent of class:	13.0	%
	Sole voting power:	0
	Shared voting power:	3,072,395
	Sole dispositive power:	0
	Shared dispositive power:	3,072,395

FR X Offshore, L.P.:	Amount beneficially owned:	3,072,395
	Percent of class:	13.0	%
	Sole voting power:	0
	Shared voting power:	3,072,395
	Sole dispositive power:	0
	Shared dispositive power:	3,072,395

CUSIP No. Y71696109

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

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


	FR X OFFSHORE GP LIMITED
Date: February 9, 2006	By:	/s/ Anne E. Gold
		Name:	Anne E. Gold
		Title:	Assistant Secretary


	FR X OFFSHORE GP, L.P.
	By:	FR X Offshore GP Limited
		Its General Partner



Date: February 9, 2006	By:	/s/ Anne E. Gold
		Name:	Anne E. Gold
		Title:	Assistant Secretary


	FR X OFFSHORE, L.P.
	By:	FR X Offshore GP, L.P.
		Its General Partner



	By:	FR X Offshore GP Limited,
		Its General Partner



Date: February 9, 2006	By:	/s/ Anne E. Gold
		Name:	Anne E. Gold
		Title:	Assistant Secretary

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement dated February 9, 2006 among the Reporting Persons.

EX-99.1 2 d32859exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

We, the signatories of this statement on Schedule 13G filed with respect to the Common Stock of Quintana Maritime Limited, to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934.

Dated: February 9, 2006.


FR X OFFSHORE GP LIMITED
By:	/s/ Anne E. Gold
	Name:	Anne E. Gold
	Title:	Assistant Secretary


	FR X OFFSHORE GP, L.P.
	By:	FR X Offshore GP Limited
		Its General Partner



By:	/s/ Anne E. Gold
	Name:	Anne E. Gold
	Title:	Assistant Secretary



FR X OFFSHORE, L.P.
By:	FR X Offshore GP, L.P.
	Its General Partner




By:	FR X Offshore GP Limited,
	Its General Partner




By:	/s/ Anne E. Gold
	Name:	Anne E. Gold
	Title:	Assistant Secretary