0000950157-14-000247.txt : 20140313 0000950157-14-000247.hdr.sgml : 20140313 20140313165219 ACCESSION NUMBER: 0000950157-14-000247 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140313 DATE AS OF CHANGE: 20140313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GasLog Ltd. CENTRAL INDEX KEY: 0001534126 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86887 FILM NUMBER: 14691572 BUSINESS ADDRESS: STREET 1: Gildo Pastor Center STREET 2: 7 Rue Du Gabian CITY: MC STATE: O9 ZIP: 98000 BUSINESS PHONE: 377 97 97 51 15 MAIL ADDRESS: STREET 1: Gildo Pastor Center STREET 2: 7 Rue Du Gabian CITY: MC STATE: O9 ZIP: 98000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Livanos Peter G. CENTRAL INDEX KEY: 0001553413 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O GASLOG MONACO SAM STREET 2: GILDO PASTOR CENTER 7 RUE DU GABIAN CITY: MONACO STATE: O9 ZIP: 98000 SC 13D/A 1 sc13da.htm AMENDMENT NO. 1 sc13da.htm
 


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 1)

GasLog Ltd.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G37585109

(CUSIP Number)

Peter G. Livanos
c/o GasLog Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco

Copies to:

William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
+1 (212) 474-1000
(telephone number)
+1 (212) 474-3700
(facsimile number)
Charles Lubar, Esq.
Morgan, Lewis & Bockius LLP
Condor House
5-10 St. Paul’s Churchyard
London, ENGLAND EC4M 8AL
+44 (0)20 3201 5531
(telephone number)
+44 (0)20 3201 5001
(facsimile number)


(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 
March 12, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ¨

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.
 
 
 


 
 
 

 
 
 
CUSIP No. G37585109
 
1
NAMES OF REPORTING PERSONS
 
Peter G. Livanos
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Greece and the United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
31,403,442
8
SHARED VOTING POWER
 
145,000
9
SOLE DISPOSITIVE POWER
 
31,403,442
10
SHARED DISPOSITIVE POWER
 
145,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,548,442
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 

 
 

CUSIP No. G37585109
 
1
NAMES OF REPORTING PERSONS
 
Ceres Shipping Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
5
CHECK IF DISCLOSURES 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
 
31,332,014
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
31,332,014
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,332,014
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 

 
 

CUSIP No. G37585109
 
1
NAMES OF REPORTING PERSONS
 
 
Blenheim Holdings Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
5
CHECK IF DISCLOSURES 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
 
31,332,014
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
31,332,014
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,332,014
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 

 
 

CUSIP No. G37585109
 
1
NAMES OF REPORTING PERSONS
 
Falconera Navigation Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Panama
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
145,000
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
145,000
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
145,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 

 
 
 
Explanatory Note

The purpose of this Amendment No. 1 (this “Amendment No. 1”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 29, 2012 (the “Original Schedule 13D”) is to reflect a decrease in the percentage of the common shares, par value $0.01 per share (the “Shares”) of GasLog Ltd., a Bermuda company (the “Issuer”) beneficially owned by the Reporting Persons, based on (1) 76,105,626 Shares outstanding, following the Issuer’s issuance of 13,242,460 Shares in a public offering and concurrent private placement, as reported by the Issuer in the prospectus supplement filed with the Commission on January 17, 2014, and (2) a transfer by Blenheim Holdings Ltd. (“Blenheim”) of 657,090 Shares to one of its minority shareholders to effect the exchange of such shareholder’s interests in Bleheim for its pro rata interest in the shares of the Issuer held by Blenheim. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 1 and not otherwise defined shall have the respective meanings assigned to such terms in the Original Schedule 13D.
 
Item 2. Identity and Background

Item 2 is amended and restated as follows:
 
Reporting Person/
Director/Officer/Control Person
of a Reporting Person
Address of
Principal Office/Business or
Residence Address
Jurisdiction of Incorporation/
Citizenship
Name/Address of
Employer and Occupation
Principal Business
Peter G. Livanos
 
 
c/o GasLog Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
Greece and
United Kingdom
 
GasLog Ltd.
c/o GasLog Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
 
Chairman
 
Ceres Shipping Ltd.
 
Chairman and
sole shareholder
international owner, operator and manager of LNG carriers
 
 
 
 
 
 
 
See below
 
Blenheim Holdings Ltd.
 
c/o C Transport Maritime SAM
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
Bermuda
 
N/A
 
holding company
 
 
 
Directors
         
 
Peter G. Livanos
See above
See above
See above
See above
 
 
 
 
 

 
 

 
Reporting Person/
Director/Officer/Control Person
of a Reporting Person
Address of
Principal Office/Business or
Residence Address
Jurisdiction of Incorporation/
Citizenship
Name/Address of
Employer and Occupation
Principal Business
 
Ilias Iliopoulos
c/o Ceres Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
Greece
DryLog Ltd.
c/o C Transport Maritime S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
 
Chief Executive Officer
 
Ceres Shipping Ltd.
Clarendon House, 2 Church Street, Hamilton, Bermuda
 
Chief Executive Officer
international operator, owner and manager of dry bulk carriers
 
 
 
 
 
See below
 
Officers
 
Chief Executive Officer
Frank J. Romanelli
Blenheim Holdings Ltd.
c/o C Transport Maritime SAM
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
U.S.A.
Blenheim Holdings Ltd.
c/o C Transport Maritime  SAM
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
 
Chief Executive Officer
holding company
 
Secretary
Codan Services Ltd.
Clarendon House, 2 Church Street, Hamilton, Bermuda
Bermuda
 
local agents
Ceres Shipping Ltd. (“Ceres”)
Clarendon House, 2 Church Street, Hamilton, Bermuda
Bermuda
N/A
holding company that has interests in tankers, dry bulk carriers and containerships
 
Directors
 
Peter G. Livanos
See above
See above
See above
See above

 
 
 

 
 
 
Reporting Person/
Director/Officer/Control Person
of a Reporting Person
Address of
Principal Office/Business or
Residence Address
Jurisdiction of Incorporation/
Citizenship
Name/Address of
Employer and Occupation
Principal Business
 
Bruce L. Blythe
Minera Mews
London SW1W 96D
U.S.A. and United Kingdom
GasLog Ltd.
c/o GasLog Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
 
Director
 
Ceres Shipping Ltd.
Clarendon House, 2 Church Street, Hamilton, Bermuda
 
Director
See above
 
 
 
 
 
 
 
 
 
See above
 
Jean Haramis
c/o Ceres Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
Switzerland
c/o Ceres Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
 
Managing Director
family office
 
Officers
 
Chairman
Peter G. Livanos
See above
See above
See above
See above
 
Vice Chairman
Bruce L. Blythe
See above
See above
See above
See above
 
Secretary
Codan Services Ltd.
See above
See above
See above
See above
 
Chief Executive Officer
Ilias Iliopoulos
See above
See above
See above
See above
 
Chief Financial Officer
Luigi Pulcini
c/o C Transport Maritime S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
Italy
C Transport Maritime S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
international operator and manager of drybulk carriers
 
 
 
 

 

 
 
Reporting Person/
Director/Officer/Control Person
of a Reporting Person
Address of
Principal Office/Business or
Residence Address
Jurisdiction of Incorporation/
Citizenship
Name/Address of
Employer and Occupation
Principal Business
 
Chief Operating Officer
Antonios Bafes
Drylog Investments Ltd. c/o C Transport Maritime S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
 
 
Greece
Drylog Investments Ltd. c/o C Transport Maritime S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
 
 
Director
holding company that has interests in international operators of dry bulk vessels
Falconera Navigation Inc. (“Falconera”)
c/o C Transport Maritime S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
Panama
N/A
investment holding company
 
Directors
 
Fotini Carras Livanos
Le Formentor
27 Avenue Princesse Grace
98000, Monaco
United Kingdom
N/A
N/A
 
Peter G. Livanos
See above
See above
See above
See above
 
Dimitrios P. Tsakos
c/o Seres S.A.
69 Akti Miaouli
Piraeus 18537, Greece
Greece
Seres S.A.
69 Akti Miaouli
Piraeus 18537, Greece
 
Managing director
shipping agency
 
Stanislao Faina
c/o C Transport Maritime S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
Italy
C Transport Maritime SAM
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco
 
Legal and Corporate
international operator and manager of dry bulk carriers
 
Officers
 
President
Fotini Carras Livanos
See above
See above
See above
See above
 
Vice-president/Treasurer
Peter G. Livanos
See above
See above
See above
See above
 
Vice-president
Dimitrios P. Tsakos
See above
See above
See above
See above
 
Secretary
Stanislao Faina
See above
See above
See above
See above
 
 
During the last five years, none of the Reporting Persons or directors, officers or other control persons of a Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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.
 
 
 
 

 

 
Item 4. Purpose of Transaction

The third paragraph of Item 4 is amended and restated as follows:

Peter G. Livanos is an indirect significant shareholder of the Issuer and the chairman of the board of directors of the Issuer (the “Board”) and, in such capacities, Mr. Livanos and the Reporting Persons may have influence over the corporate activities of the Issuer, including the activities described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Sections (a), (b) and (c) of Item 5 are amended and restated as follows:

 (a) See item 9 on Cover Pages to this Amendment No. 1. Percentages are based on 76,105,626 Shares outstanding, as reported by the Issuer in the prospectus supplement filed with the Commission on January 17, 2014.

Peter G. Livanos. Peter G. Livanos is the direct beneficial owner of 71,428 Shares.

Ceres. Mr. Livanos beneficially owns 100% of the outstanding equity of Ceres. Ceres does not directly own any Shares.

Blenheim. Blenheim is the direct beneficial owner of 31,332,014 Shares. Ceres beneficially owns a majority of the issued and outstanding equity of Blenheim, and, pursuant to the bye-laws of Blenheim:

“any question relevant to the voting or the sale, transfer or other disposal of any shares of [the Issuer] held from time to time by [Blenheim], and the disposition of any proceeds thereof, . . . shall be decided by a resolution adopted by [the holders] of a majority of the issued and outstanding shares”.

Falconera. Falconera is the direct beneficial owner of 145,000 Shares. Mr. Livanos is an officer and a member of the board of directors of Falconera. Accordingly, he may be deemed to have shared voting and/or dispositive power over the Shares owned by Falconera.

Mr. Livanos, Blenheim and Ceres disclaim beneficial ownership of the Shares owned by Falconera, and Falconera disclaims beneficial ownership of the Shares owned by Mr. Livanos, Blenheim and Ceres.

Except as set forth in this Item 5(a), none of the Reporting Persons owns beneficially any Shares.

(b) Number of Shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote: See item 7 on Cover Pages to this Amendment No. 1.

(ii) Shared power to vote or to direct the vote: See item 8 on Cover Pages to this Amendment No. 1.

(iii) Sole power to dispose or to direct the disposition: See item 9 on Cover Pages to this Amendment No. 1.

(iv) Shared power to dispose or to direct the vote: See item 10 on Cover Pages to this Amendment No. 1.

(c) On March 12, 2014, Blenheim transferred 657,090 Shares to one of its minority shareholders to effect the exchange of such shareholder’s interests in Bleheim for its pro rata interest in the shares of the Issuer held by Blenheim.

Except as described in this Item 5(c), there have been no transactions in the Shares effected during the past 60 days by any of the Reporting Persons.



 
 

 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 13, 2014
 
Peter G. Livanos
   
   
By:
/s/ Peter G. Livanos
   
 
Blenheim Holdings Ltd.
   
   
By:
/s/ Peter G. Livanos
Name:
Peter G. Livanos
Title:
Director

 
Ceres Shipping Ltd.
   
   
By:
/s/ Peter G. Livanos
Name:
Peter G. Livanos
Title:
Director
 
 
Falconera Navigation Inc.
   
   
By:
/s/ Peter G. Livanos
Name:
Peter G. Livanos
Title:
Director