| Scorpio Tankers Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| Y7542C 130 |
| (CUSIP Number) |
Mr. Emanuele Lauro 9, Boulevard Charles III Monaco 98000 377-9798-5716 with a copy to: Edward S. Horton, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 13, 2019 |
| (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 ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ]. |
CUSIP No. | Y7542C 130 |
1. | NAME OF REPORTING PERSONS | ||
Scorpio Bulkers Inc. | |||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| (a) | [_] | ||
| (b) | [X] | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS | ||
WC | |||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] | |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
The Republic of the Marshall Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |||
7. | SOLE VOTING POWER | ||
4,405,140 | |||
8. | SHARED VOTING POWER | ||
-0- | |||
9. | SOLE DISPOSITIVE POWER | ||
4,405,140 | |||
10. | SHARED DISPOSITIVE POWER | ||
-0- | |||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | ||
PERSON | |||
4,405,140 | |||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | ||
CERTAIN SHARES | [_] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
7.6% | |||
14. | TYPE OF REPORTING PERSON | ||
CO | |||
CUSIP No. | Y7542C 130 | ||
| Item 1. | Security and Issuer. |
| There are no material changes from the Schedule 13D that was filed on October 2, 2019. | |
| Item 2. | Identity and Background. |
Item 2 of the Schedule 13D that was filed on October 2, 2019 is hereby amended and restated in its entirety as follows: | |
This Amendment No. 2 to the Schedule 13D that was originally filed on October 22, 2018 is being filed on behalf of Scorpio Bulkers Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“SALT” or the “Reporting Person”), which may be deemed the beneficial owner of approximately 7.6% of the Issuer's outstanding Common Shares. The principal business of SALT is the ownership and operation of drybulk cargo vessels. The principal business address and principal office address of SALT is 9, Boulevard Charles III, MC 98000, Monaco. The identity, present principal occupation/employment, citizenship and business address of the executive officers, directors, and controlling persons of SALT is set forth below. |
Name | Principal Occupation and Employment(1) | Citizenship |
Emanuele A. Lauro | Chairman, Director and Chief Executive Officer of the Reporting Person, the Issuer, Hermitage(2), and other entities within the Scorpio group of companies | Italy |
Robert Bugbee | Director and President of the Reporting Person, the Issuer, Hermitage, and other entities within the Scorpio group of companies | Britain |
Cameron Mackey | Chief Operating Officer of the Reporting Person, and Director and Chief Operating Officer of the Issuer, Hermitage, and other entities within the Scorpio group of companies | United States |
Filippo Lauro | Vice President of the Reporting Person, the Issuer and Hermitage, and Director and Vice President of other entities within the Scorpio group of companies | Italy |
Hugh Baker | Chief Financial Officer of the Reporting Person | United States |
Fan Yang | Secretary of the Reporting Person, the Issuer and Hermitage and Director and Secretary of other entities within the Scorpio group of companies | Britain |
Roberto Giorgi | Director of the Reporting Person | Italy |
Christian M. Gut | Director of the Reporting Person | Italy |
Einar Michael Steimler | Director of the Reporting Person | Britain |
James B. Nish | Director of the Reporting Person | United States |
Thomas Ostrander | Director of the Reporting Person | United States |
Berit Ledel Henriksen | Director of the Reporting Person | Canada |
| (1) | Messrs. Emanuele Lauro, Robert Bugbee, Cameron Mackey, Filippo Lauro, Hugh Baker and Ms. Fan Yang are referred to collectively as the “SALT Principals”. |
| (2) | “Hermitage” refers to Hermitage Offshore Services Ltd. |
The business address of the Reporting Person and each of the Reporting Person's executive officers and directors is 9 Boulevard Charles III, MC 98000, Monaco. The Reporting Person, and, to the best of its knowledge, the SALT Principals, have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person, and, to the best of its knowledge, the SALT Principals, have not, during the last five years, 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 3. | Source and Amount of Funds or Other Consideration. | |
There are no material changes from the Schedule 13D that was filed on October 2, 2019. | ||
| Item 4. | Purpose of Transaction. | |
| There are no material changes from the Schedule 13D that was filed on October 2, 2019. | ||
| Item 5. | Interest in Securities of the Issuer. | |
(a, b) | As of November 6, 2019, the Issuer reported 58,142,400 Common Shares issued and outstanding. Based on the foregoing, SALT may be deemed to be the beneficial owner of 4,405,140 Common Shares, representing approximately 7.6% of the Issuer's outstanding Common Shares. As of the date of this filing, the SALT Principals may be deemed to be the beneficial owners of an aggregate of 3,490,694 Common Shares, with the sole power to vote and dispose of the Common Shares that each SALT Principal respectively owns. | |
(c) | On December 13, 2019, SALT distributed an aggregate of 1,000,265 Common Shares of the Issuer to SALT’s shareholders of record as of November 15, 2019 (the “Record Date”), in a special dividend (the “Special Dividend”). Each common share of SALT owned on the Record Date entitled the SALT shareholders to 0.0138 Common Shares of the Issuer. Following the Special Dividend, the Reporting Person beneficially owns 4,405,140 Common Shares of the Issuer. | |
(d) | No 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, any of the Common Shares beneficially owned by the Reporting Person or the SALT Principals. | |
(e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. | |
| There are no material changes from the Schedule 13D that was filed on October 2, 2019. | ||
| Item 7. | Material to be Filed as Exhibits. | |
There are no material changes from the Schedule 13D that was filed on October 2, 2019. |
Date: December 13, 2019 | |||
| SCORPIO BULKERS INC. | |||
By: | /s/ Hugh Baker | ||
Name: | Hugh Baker | ||
Title: | Chief Financial Officer | ||
