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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/01/24 Greenwich Holdings Ltd. SC 13G/A 1:60K Flex LNG Ltd. Seward & Kissel LLP |
Document/Exhibit Description Pages Size
1: SC 13G/A Amendment to Statement of Acquisition of HTML 58K
Beneficial Ownership by a "Passive" Investor
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
| FLEX LNG Ltd. |
| (Name of Issuer) |
| Ordinary Shares, Par Value $0.10 Per Share |
| (Title of Class of Securities) |
| G35947202 |
| (CUSIP Number) |
| December 31, 2023 |
| (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)
[X] 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 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. | G35947202 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Geveran Trading Co. Limited | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [X] | ||
| (b) [_] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cyprus | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | ||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 23,312,706 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 23,312,706 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 23,312,706 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 43.38%* | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|
* Based on 53,736,318 ordinary shares of FLEX LNG Ltd. (the “Issuer”), par value $0.10 per share (the “Ordinary Shares”), issued and outstanding as of November 9, 2023.
| CUSIP No. | G35947202 |
| 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 (SEE INSTRUCTIONS) | |
| (a) [X] | ||
| (b) [_] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cyprus | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | ||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 23,312,706 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 23,312,706 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 23,312,706 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 43.38%* | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
|
* Based on 53,736,318 Ordinary Shares of the Issuer issued and outstanding as of November 9, 2023.
| CUSIP No. | G35947202 |
| 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 (SEE INSTRUCTIONS) | |
| (a) [X] | ||
| (b) [_] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Jersey | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | ||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 23,312,706 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 23,312,706 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 23,312,706 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 43.38%** | ||
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
*C.K. Limited is the trustee of two trusts (the “Trusts”) settled by Mr. John Fredriksen. The Trusts indirectly hold all of the Ordinary Shares of Greenwich Holdings Limited. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the Ordinary Shares of the Issuer that are beneficially owned by Greenwich Holdings Limited. The beneficiaries of the Trusts are members of Mr. Fredriksen’s family. Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust. Therefore, Mr. Fredriksen has no economic interest in such Ordinary Shares and Mr. Fredriksen disclaims any control over such Ordinary Shares, save for any indirect influence he may have with C.K. Limited, as the trustee of the Trusts, in his capacity as the settlor of the Trusts.
** Based on 53,736,318 Ordinary Shares of the Issuer issued and outstanding as of November 9, 2023.
| CUSIP No. | G35947202 |
| Item 1. | (a) | Name of Issuer: | |
| FLEX LNG Ltd. |
| (b) | Address of issuer's principal executive offices: | ||
| Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton Bermuda |
| Item 2. | (a) |
Name of person filing:
Geveran Trading Co. Limited Greenwich Holdings Limited C.K. Limited |
|
| (b) | Address of Principal Business Office or, if none, Residence: | ||
|
Geveran Trading Co. Limited c/o Seatankers Management Co. Limited P.O. Box 53562 CY-3399 Limassol, Cyprus
Greenwich Holdings Limited c/o Seatankers Management Co. Ltd. P.O. Box 53562 CY-3399 Limassol, Cyprus
C.K. Limited 28 Esplanade Street St. Helier Jersey JE2 3QA Channel Islands |
|||
| (c) | Citizenship: | ||
Geveran Trading Co. Limited – Cyprus Greenwich Holdings Limited – Cyprus C.K. Limited – Jersey |
| (d) | Title of class of securities: | ||
| Ordinary Shares, $0.10 par value per share |
| (e) | CUSIP No.: | ||
| G35947202 |
| Item 3. |
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c);
Not applicable. |
| Item 4. | Ownership. |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a)(b) | Amount beneficially owned: | |
|
Geveran Trading Co. Limited – 23,312,706 Greenwich Holdings Limited– 23,312,706 C.K. Limited – 23,312,706 | ||
| (b) | Percentage of Class: | |
|
Geveran Trading Co. Limited – 43.38% Greenwich Holdings Limited – 43.38% C.K. Limited – 43.38% |
| (c) | Number of shares as to which the Reporting Persons have: | |||
| (i) | Sole power to vote or to direct the vote: | |||
| 0 | ||||
| (ii) | Shared power to vote or to direct the vote: | |||
|
Geveran Trading Co. Limited – 23,312,706 Greenwich Holdings Limited – 23,312,706 C.K. Limited – 23,312,706 |
||||
| (iii) |
Sole power to dispose or to direct the disposition of:
0 |
|||
| (iv) |
Shared power to dispose or to direct the disposition of:
Geveran Trading Co. Limited – 23,312,706 Greenwich Holdings Limited – 23,312,706 C.K. Limited – 23,312,706 |
|||
| 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 five percent of the class of securities, check the following [_]. | |
| Not applicable. | |
|
|
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. | |
| Not applicable. | |
|
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. | |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. | |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. | |
| Not applicable. |
| Item 10. | Certification. |
| By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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 such purpose or effect. |
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.
| February 1, 2024 | ||
| (Date) | ||
| GEVERAN TRADING CO. LIMITED | ||
| By: | /s/ Christakis Theodoulou | |
| Name: | Christakis Theodoulou | |
| Title: | Director | |
| GREENWICH HOLDINGS LIMITED | ||
| By: | /s/ Christakis Theodoulou | |
| Name: | Christakis Theodoulou | |
| Title: | Director | |
| C.K. LIMITED | ||
| By: | /s/ Christakis Theodoulou | |
| Name: | Christakis Theodoulou | |
| Title: | Director | |
JOINT FILING AGREEMENT
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G/A with respect to the ordinary shares, par value $0.10 per share, of FLEX LNG Ltd. to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13G/A, and any amendments hereto, jointly on behalf of each such party.
| February 1, 2024 | ||
| (Date) | ||
| GEVERAN TRADING CO. LIMITED | ||
| By: | /s/ Christakis Theodoulou | |
| Name: | Christakis Theodoulou | |
| Title: | Director | |
| GREENWICH HOLDINGS LIMITED | ||
| By: | /s/ Christakis Theodoulou | |
| Name: | Christakis Theodoulou | |
| Title: | Director | |
| C.K. LIMITED | ||
| By: | /s/ Christakis Theodoulou | |
| Name: | Christakis Theodoulou | |
| Title: | Director | |
| This ‘SC 13G/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/1/24 | |||
| 12/31/23 | ||||
| 11/9/23 | 6-K, S-8 | |||
| List all Filings | ||||