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)
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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
|
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
|
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
|
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
|
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
|
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
|