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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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Amendment No. 3 to
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Golden Ocean Group Ltd.
(Name of Issuer)
Common stock, par value $0.05 per share
(Title of Class of Securities)
G39637205
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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. G39637205 | |||||
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1 |
Name of Reporting Person: | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a): |
o | ||
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(b): |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person | |||
* Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.
CUSIP No. G39637205 | |||||
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1 |
Name of Reporting Person: | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a): |
o | ||
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(b): |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person | |||
* Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.
CUSIP No. G39637205 | |||||
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1 |
Name of Reporting Person: | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a): |
o | ||
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(b): |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person | |||
* Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.
CUSIP No. G39637205 | |||||
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1 |
Name of Reporting Person: | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a): |
o | ||
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(b): |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person | |||
* Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.
CUSIP No. G39637205 | |||||
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1 |
Name of Reporting Person: | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a): |
o | ||
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(b): |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person | |||
* Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.
CUSIP No. G39637205 | |||||
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1 |
Name of Reporting Person: | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a): |
o | ||
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(b): |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person | |||
* Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.
Item 1(a). |
Name of Issuer: |
Item 1(b). |
Address of Issuers Principal Executive Offices: 14 Par-la-Ville Road Hamilton, HM 08, Bermuda |
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Item 2(a). |
Names of Persons Filing: Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P. Riverstone/Carlyle Energy Partners IV (Cayman), L.P. R/C GP IV Cayman LLC I Riverstone/Carlyle Energy Partners IV, L.P. R/C Energy GP IV, LLC. |
Item 2(b). |
Address or Principal Business Office or, if none, Residence: |
Item 2(c). |
Citizenship: Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P. is a Cayman Islands limited partnership Riverstone/Carlyle Energy Partners IV (Cayman), L.P. is a Cayman Islands limited partnership R/C GP IV Cayman LLC I is a Cayman Islands limited liability company Riverstone/Carlyle Energy Partners IV, L.P. is a Delaware limited partnership R/C Energy GP IV, LLC is a Delaware limited liability company |
Item 2(d). |
Title of Class of Securities: |
Item 2(e). |
CUSIP Number: |
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Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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Not applicable. |
Item 4. |
Ownership: | ||||
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1. |
Riverstone Quintana Shipping Holdco, LLC | |||
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(a) |
Amount beneficially owned: 4,149,124 | |||
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(b) |
Percent of class: 2.9%* | |||
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(c) |
Number of units as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 4,149,124 | ||
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(ii) |
Shared power to vote or to direct the vote: 0 | ||
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(iii) |
Sole power to dispose or to direct the disposition of: 4,149,124 | ||
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(iv) |
Shared power to dispose or to direct the disposition of: 0 | ||
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2. |
Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P. | |||
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(a) |
Amount beneficially owned: 4,149,124 | |||
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(b) |
Percent of class: 2.9%* | |||
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(c) |
Number of units as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 4,149,124 | ||
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(ii) |
Shared power to vote or to direct the vote: 0 | ||
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(iii) |
Sole power to dispose or to direct the disposition of: 4,149,124 | ||
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(iv) |
Shared power to dispose or to direct the disposition of: 0 | ||
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3. |
Riverstone/Carlyle Energy Partners IV (Cayman), L.P. | |||
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(a) |
Amount beneficially owned: 4,149,124 | |||
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(b) |
Percent of class: 2.9%* | |||
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(c) |
Number of units as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 4,149,124 | ||
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(ii) |
Shared power to vote or to direct the vote: 0 | ||
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(iii) |
Sole power to dispose or to direct the disposition of: 4,149,124 | ||
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(iv) |
Shared power to dispose or to direct the disposition of: 0 | ||
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4. |
R/C GP IV Cayman LLC I | ||
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(a) |
Amount beneficially owned: 4,149,124 | ||
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(b) |
Percent of class: 2.9%* | ||
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(c) |
Number of units as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 4,149,124 | |
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(ii) |
Shared power to vote or to direct the vote: 0 | |
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(iii) |
Sole power to dispose or to direct the disposition of: 4,149,124 | |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 | |
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5. |
Riverstone/Carlyle Energy Partners IV, L.P. | ||
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(a) |
Amount beneficially owned: 4,149,124 | ||
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(b) |
Percent of class: 2.9%* | ||
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(c) |
Number of units as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 4,149,124 | |
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(ii) |
Shared power to vote or to direct the vote: 0 | |
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(iii) |
Sole power to dispose or to direct the disposition of: 4,149,124 | |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 | |
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6. |
R/C Energy GP IV, LLC | ||
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(a) |
Amount beneficially owned: 4,149,124 | ||
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(b) |
Percent of class: 2.9%* | ||
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(c) |
Number of units as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 4,149,124 | |
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(ii) |
Shared power to vote or to direct the vote: 0 | |
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(iii) |
Sole power to dispose or to direct the disposition of: 4,149,124 | |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 | |
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Riverstone Quintana Shipping Holdco, LLC is controlled by Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P. (R/C IV (Cayman)), an alternative investment vehicle of Riverstone/Carlyle Global Energy and Power Fund IV, L.P. (R/C IV). R/C IV (Cayman) is controlled by its general partner, Riverstone/Carlyle Energy Partners IV (Cayman), L.P., which is in turn controlled by its general partner, R/C GP IV Cayman LLC I, an affiliate of R/C Energy GP IV, LLC. R/C Energy GP IV, LLC is managed by a management committee. Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, N. John Lancaster, Daniel A. DAniello and Edward J. Mathias, as members of the management committee of R/C Energy GP IV, LLC, may be deemed to possess voting and dispositive powers with respect to the aggregate 4,149,124 shares of common stock of Golden Ocean Group Ltd. that are the subject of this Schedule 13G. Such individuals expressly disclaim any beneficial ownership over such shares. |
Item 5. |
Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable. | |
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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. | |
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Item 8. |
Identification and Classification of Members of the Group: |
Not applicable. | |
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Item 9. |
Notice of Dissolution of Group: |
Not applicable. |
Item 10. |
Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.
Dated: February 12, 2019
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RIVERSTONE QUINTANA SHIPPING HOLDCO, LLC | |
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By |
Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P., its managing member |
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By: |
Riverstone/Carlyle Energy Partners IV (Cayman), L.P., its general partner |
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By: |
R/C GP IV Cayman LLC I, its general partner |
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By: |
/s/ Peter Haskopoulos |
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Name: |
Peter Haskopoulos |
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Title: |
Authorized Person |
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RIVERSTONE/CARLYLE GLOBAL ENERGY AND POWER FUND IV (CAYMAN), L.P. | |
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By: |
Riverstone/Carlyle Energy Partners IV (Cayman), L.P., its general partner |
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By: |
R/C GP IV Cayman LLC I, its general partner |
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By: |
/s/ Peter Haskopoulos |
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Name: |
Peter Haskopoulos |
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Title: |
Authorized Person |
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RIVERSTONE/CARLYLE ENERGY PARTNERS IV (CAYMAN), L.P. | |
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By: |
R/C GP IV Cayman LLC I, its general partner |
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By: |
/s/ Peter Haskopoulos |
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Name: |
Peter Haskopoulos |
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Title: |
Authorized Person |
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R/C GP IV CAYMAN LLC I | |
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By: |
/s/ Peter Haskopoulos |
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Name: |
Peter Haskopoulos |
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Title: |
Authorized Person |
SIGNATURE PAGE TO SCHEDULE 13G
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RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P. | |
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By: |
R/C Energy GP IV, LLC, its general partner |
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By: |
/s/ Peter Haskopoulos |
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Name: |
Peter Haskopoulos |
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Title: |
Authorized Person |
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R/C ENERGY GP IV, LLC | |
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By: |
/s/ Peter Haskopoulos |
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Name: |
Peter Haskopoulos |
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Title: |
Authorized Person |
SIGNATURE PAGE TO SCHEDULE 13G