Golden Ocean Group Limited
|
(Name of Issuer)
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Common Shares, par value $0.01 per share
|
(Title of Class of Securities)
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G39637106
|
(CUSIP Number)
|
Frontline 2012 Ltd.
Par-la-Ville Place, 4th Floor
14 Par-la-Ville Road,
Hamilton HM 08
Bermuda
+1(44)12984348
|
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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June 26, 2015
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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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G39637106
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Frontline 2012 Ltd.
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
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
|
|
Bermuda
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*2,114,129
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9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
*2,114,129
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11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*2,114,129
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
1.20%
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14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637106
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Franklin Enterprises Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
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
|
|
Liberia
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*3,753,135
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
*3,753,135
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*3,753,135
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
2.1%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637106
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Hemen Holding Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
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
|
|
Cyprus
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*76,550,251
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
*76,550,251
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*76,550,251
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
43.3%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637106
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Greenwich Holdings Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
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
|
|
Cyprus
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*80,303,386
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
*80,303,386
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*80,303,386
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
45.5%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637106
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
C.K. Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
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
|
|
Cyprus
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
0
|
8.
|
SHARED VOTING POWER
|
|
*80,303,386
|
9.
|
SOLE DISPOSITIVE POWER
|
|
0
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
*80,303,386
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*80,303,386
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
45.5%
|
14.
|
TYPE OF REPORTING PERSON
|
|
CO
|
CUSIP No.
|
G39637106
|
1.
|
NAME OF REPORTING PERSONS
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
John Fredriksen*
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) [_]
|
||
(b) [_]
|
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
|
|
Cyprus
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
||
7.
|
SOLE VOTING POWER
|
|
68,745
|
8.
|
SHARED VOTING POWER
|
|
*80,303,386
|
9.
|
SOLE DISPOSITIVE POWER
|
|
68,745
|
10.
|
SHARED DISPOSITIVE POWER
|
[_]
|
80,303,386
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
*80,372,131
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
[_]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
45.5%
|
14.
|
TYPE OF REPORTING PERSON
|
|
IN
|
(a),(f) | The persons filing this statement are Frontline 2012 Ltd., a company incorporated in Bermuda ("Frontline"), Hemen Holding Limited, a company incorporated in Cyprus ("Hemen"), Greenwich Holdings Limited, a company incorporated in Cyprus ("Greenwich"), C.K. Limited, a company incorporated in Jersey ("C.K. Limited"), Franklin Enterprises Inc., a company incorporated in Liberia ("Franklin"), and John Fredriksen, a citizen of Cyprus ("Fredriksen," and, together with Frontline, Hemen, Greenwich, and Franklin, are the "Reporting Persons"). |
(b) | The address of the principal place of business of Frontline is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. |
(c) | The principal business of Frontline is acting as a ship owning and investment company. The principal business of Hemen, Greenwich and Franklin is acting as investment holding companies. Hemen is the largest shareholder in Frontline, holding approximately 61.1% of Frontline's issued and outstanding shares. Greenwich is the sole shareholder of Hemen and Franklin. The principal business of C.K. Limited (the "Trusts") is acting as trustees of various trusts established by John Fredriksen (who serves as a Director of Frontline) for the benefit of his immediate family members. The Trusts are the owners of Greenwich. As a result of the foregoing, the total Common Shares reported as beneficially owned by each of Frontline, Hemen, Greenwich, Franklin and C.K. Limited are reported as beneficially owned by Mr. Fredriksen. |
John Fredriksen
|
Director
|
Mr. Fredriksen is a citizen of Cyprus and his principal business address is c/o Frontline Corporate Services Limited, 15 Sloane Square, London SW1W 8ER, UK. Mr.Fredriksen is also the President, Director and Chairman of the Board of Seadrill Limited; Chairman, President, Chief Executive Officer and a Director of Frontline Ltd.; and Director of Golden Ocean Group Limited.
|
Harald Thorstein
|
Director
|
Mr. Thorstein is currently employed by Frontline Corporate Services in London, prior to which he was employed in the Corporate Finance division of DnB NOR Markets, specializing in the offshore and shipping sectors. Mr. Thorstein has an MSc in Industrial Economics and Technology Management from the Norwegian University of Science and Technology. Mr.Thorstein has also served as a director of Seadrill Partners LLC since 2012 and is a director of Deep Sea Supply Plc., North Atlantic Drilling Ltd. and Northern Offshore Limited.
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Cecile Fredriksen
|
Director
|
Ms. Fredriksen is a citizen of Norway. Her principal occupation is serving as a Director of Frontline.
|
Kate Blankenship
|
Director
|
Ms. Blankenship is a citizen of the United Kingdom. Ms.Blankenship also serves as a Director of Seadrill Limited, Seadrill Partners LLC, Golar LNG Partners, Golar LNG Limited, Archer Limited, Frontline Ltd., Golden Ocean Group Limited, Independent Tankers Corporation Limited and North Atlantic Drilling Ltd.
|
Georgina E. Sousa
|
Director & Secretary
|
Ms. Sousa is a citizen of the United Kingdom. Her principal occupation is serving as Director and Secretary of Frontline, and she also serves as a Director of Frontline Ltd. and Golden Ocean Group Limited.
|
Claire M.E. Burnard
|
Assistant Secretary
|
Ms. Burnard is a citizen of the British Overseas Territories. Her principal occupation is serving as Assistant Secretary of Frontline.
|
Colleen E. Simmons
|
Assistant Secretary
|
Ms. Simmons is a citizen of the British Overseas Territories. Her principal occupation is serving as Assistant Secretary of Frontline.
|
Demetrios Antoniou Hannas
|
Director
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
|
Kyriacos Kazamias
|
Director
|
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
|
Kostas Pallaris
|
Director
|
Mr. Pallaris' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Pallaris is a citizen of Cyprus.
|
Demetrios Antoniou Hannas
|
Director
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY – 4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
|
Christoforis Koufaris
|
Director
|
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.
|
Kyriacos Kazamias
|
Director
|
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
|
Kostas Pallaris
|
Director
|
Mr. Pallaris' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY4103, Limassol, Cyprus. Mr.Pallaris is a citizen of Cyprus.
|
Demetrios Antoniou Hannas
|
Director
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
|
Chris Bunt
|
Director
|
Mr. Bunt's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Bunt is a citizen of Jersey.
|
Charles Guy Malet de Carteret
|
Director
|
Mr. Carteret's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Carteret is a citizen of Jersey.
|
Simon Paul Alan Brewer
|
Director
|
Mr. Brewer's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Brewer is a citizen of Jersey.
|
Georgina Sousa
|
Director
|
Ms. Sousa's principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
|
Colleen Simmons
|
Director
|
Ms. Simmons' principal business address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
|
Demetrious Antoniou Hannas
|
Director
|
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
|
(d),(e) | None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, 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. |
(a)-(d) | As of the date hereof, Frontline may be deemed to be the beneficial owner of 2,114,129 Common Shares, constituting 1.2% of the outstanding Common Shares, based upon 176,497,517 Common Shares outstanding, which includes the Bond Shares and the Option Shares. 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 2,114,129 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 2,114,129 Common Shares. The 2,114,129 Common Shares beneficially owned by Frontline were received from the Issuer as consideration pursuant to the Acquisition Agreement (as described in the Schedule 13D filed on May 5, 2014) and the Second Acquisition Agreement (as described in the Schedule 13D/As filed on October 9, 2014 and March 25, 2015), each of which were privately-negotiated transactions. Many these shares were distributed to Frontline's shareholders as part of the Dividend (as described in the Item 3 above). |
(e) | N/A |
July 6, 2015
|
||
(Date)
|
||
Frontline 2012 Ltd.
|
||
By: /s/ Georgina E. Sousa
|
||
Name: Georgina E. Sousa
Title: Director/Secretary
|
||
Hemen Holding Limited
|
||
By: /s/ Demetrios Antoniou Hannas
|
||
Name: Demetrios Antoniou Hannas
Title: Director
|
||
Greenwich Holdings Limited
|
||
By: /s/ Demetrios Antoniou Hannas
|
||
Name: Demetrios Antoniou Hannas
Title: Director
|
||
C.K. Limited
|
||
By: /s/ Demetrios Antoniou Hannas
|
||
Name: Demetrios Antoniou Hannas
Title: Director
|
||
Franklin Enterprises Inc.
|
||
By: /s/ Demetrios Antoniou Hannas
|
||
Name: Demetrios Antoniou Hannas
Title: Director
|
||
/s/ John Fredriksen
|
||
(Signature)
|
||
John Fredrisken
(Name)
|
July 6, 2015
|
||
(Date)
|
||
Frontline 2012 Ltd.
|
||
By: /s/ Georgina E. Sousa
|
||
Name: Georgina E. Sousa
Title: Director Secretary
|
||
Hemen Holding Limited
|
||
By: /s/ Demetrios Antoniou Hannas
|
||
Name: Demetrios Antoniou Hannas
Title: Director
|
||
Greenwich Holdings Limited
|
||
By: /s/ Demetrios Antoniou Hannas
|
||
Name: Demetrios Antoniou Hannas
Title: Director
|
||
C.K. Limited
|
||
By: /s/ Demetrios Antoniou Hannas
|
||
Name: Demetrios Antoniou Hannas
Title: Director
|
||
Franklin Enterprises Inc.
|
||
By: /s/ Demetrios Antoniou Hannas
|
||
Name: Demetrios Antoniou Hannas
Title: Director
|
||
/s/ John Fredriksen
|
||
(Signature)
|
||
John Fredrisken
(Name)
|