First Reserve GP XII SC 13D/A Diamond S Shipping Inc.

First Reserve GP XII SC 13D/ADiamond S Shipping Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Diamond S Shipping Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

Y20676 105

(CUSIP Number)

Anne E. Gold

First Reserve

290 Harbor Drive, Fifth Floor

Stamford, CT 06902

(203)625-2536

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

November 25, 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§§240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

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 (however, see the Notes).

CUSIP No. Y20676 105


1.		Name of Reporting Persons: First Reserve Fund XII, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceeding is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

All percentages of shares of common stock outstanding contained herein are based on 40,453,489 shares of Common Stock outstanding as of November 12, 2019, as reported in the Company’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 14, 2019 (the “Form10-Q”).

CUSIP No. Y20676 105


1.		Name of Reporting Persons: FRXII-A Parallel Vehicle, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceeding is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

*	All percentages of shares of common stock outstanding contained herein are based on 40,453,489 shares of Common Stock outstanding as of November 12, 2019, as reported in the Company’s Form10-Q.

CUSIP No. Y20676 105


1.		Name of Reporting Persons: First Reserve GP XII, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceeding is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

*	All percentages of shares of common stock outstanding contained herein are based on 40,453,489 shares of Common Stock outstanding as of November 12, 2019, as reported in the Company’s Form10-Q.

CUSIP No. Y20676 105


1.		Name of Reporting Persons: First Reserve GP XII Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceeding is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

*	All percentages of shares of common stock outstanding contained herein are based on 40,453,489 shares of Common Stock outstanding as of November 12, 2019, as reported in the Company’s Form10-Q.

CUSIP No. Y20676 105


1.		Name of Reporting Persons: William E. Macaulay
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
3.		SEC Use Only
4.		Source of Funds OO
5.		Check if Disclosure of Legal Proceeding is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

*	All percentages of shares of common stock outstanding contained herein are based on 40,453,489 shares of Common Stock outstanding as of November 12, 2019, as reported in the Company’s Form10-Q.

Item 1. Security and the Issuer

This Amendment No. 1 Schedule 13D amends Items 2 and 4 through 7 of the Schedule 13D originally filed by the Reporting Persons (defined below) on April 1, 2019 (the “Original Schedule 13D”). This amended statement of Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Diamond S Shipping Inc., a shipping company incorporated in the Republic of the Marshall Islands (the “Company”), having its principal executive offices at 33 Benedict Place, Greenwich, CT 06830.

Item 2. Identity and Background

The information previously provided in response to Item 2 is hereby amended and supplemented with the following:

(a)-(c) This Schedule 13D is filed jointly on behalf of: (i) First Reserve Fund XII, L.P. (“First Reserve XII”), (ii) FRXII-A Parallel Vehicle, L.P. (“FRXII-A”), (iii) First Reserve GP XII, L.P. (“XII GP”), (iv) First Reserve GP XII Limited (“XII Limited”) and (v) William E. Macaulay (together with First Reserve XII, FRXII-A, XII GP and XII Limited, collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, dated as of March 27, 2019, a copy of which is attached asExhibit 99.1 to the Original Schedule 13D.

The principal business office and address of each of the Reporting Persons is c/o First Reserve, 290 Harbor Drive, Fifth Floor, Stamford, Connecticut 06902.

The securities are held directly by First Reserve XII and FRXII-A. XII GP is the general partner of each of First Reserve XII and FRXII-A. XII Limited is the general partner of XII GP.

William E. Macaulay is a director of XII Limited and has the right to appoint a majority of the directors of the board of XII Limited.

The principal business of each of First Reserve XII and FRXII-A is making equity and equity related investments in certain companies.

The principal business of XII GP is acting as the general partner of First Reserve XII and FRXII-A. The principal business of XII Limited is acting as the general partner of XII GP.

Current information concerning the identity and background of each executive officer and director of XII Limited is set forth onSchedule I, which is incorporated herein by reference in response to this Item 2.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons 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.

(f) XII Limited is a Cayman Islands exempted limited company. XII GP, First Reserve XII and FRXII-A are each Cayman Islands exempted limited partnerships. Mr. Macaulay is a citizen of the United States.

Item 4. Purpose of Transaction.

The information previously provided in response to Item 4 is hereby amended and supplemented with the following:

On November 21, 2019, First Reserve XII and FRXII-A entered into an Underwriting Agreement with the Company and Pareto Securities AS (the “Underwriting Agreement”), pursuant to which First Reserve XII and FRXII-A agreed to sell an aggregate of 4,021,604 shares of Common Stock at a price of $13.75 per share (the “Offering”). In addition, pursuant to the

Underwriting Agreement, First Reserve XII and FRXII-A granted the underwriter an option that expires 30 days from the date of the Underwriting Agreement to purchase up to an additional 606,241 shares of Common Stock at the Offering price. The shares sold in the Offering by First Reserve XII settled on November 27, 2019, and the shares sold in the Offering byFR XII-A settled on November 25, 2019. The shares of Common Stock were offered and sold pursuant to the Issuer’s registration statement on FormS-3 (RegistrationNo. 333-233939). The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Underwriting Agreement, which is incorporated by reference herein as an exhibit hereto and is incorporated into this Item 4 by reference.

The responses set forth in Items 5 and 6 are incorporated by reference into this Item 4 in their entirety.

Item 5. Interest in Securities of the Issuer.

The information previously provided in response to Item 5 is hereby amended and restated in its entirety as follows:

(a), (b), The Reporting Persons, collectively, may be deemed to beneficially own 4,153,101 shares of Common Stock, consisting of 4,079,860 shares directly held by First Reserve XII and 73,241 shares directly held by FRXII-A. Based on 40,453,489 shares of Common Stock outstanding as of November 12, 2019, as reported in the Company’s Form10-Q, the Reporting Persons collectively may be deemed to beneficially own 10.3%% of the total outstanding Common Stock of the Company.

The Reporting Persons comprise a “group” within the meaning of Section 13(d)(3) the Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than First Reserve XII and FRXII-A) or the persons set forth onSchedule I is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

The responses set forth in Items 4 and 6 are incorporated by reference in their entirety

(c) Except as set forth herein, each of the Reporting Persons reports that neither it, nor to its knowledge, any other person named in Item 2 of this Schedule 13D, has effected any transactions in shares of Common Stock during the past 60 days.

(d) Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Company beneficially owned by the Reporting Persons as described in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information provided or incorporated by reference in Item 4 is incorporated by reference into this Item 6 in its entirety.

Item 7. Material to be filed as Exhibits.

The information previously provided in response to Item 7 is hereby supplemented as follows:

Exhibit 99.1 – Form of Underwriting Agreement by and among First Reserve Fund XII, L.P., FRXII-A Parallel Vehicle, L.P., the other shareholders named in Schedule I thereto, the Company and Pareto Securities AS (incorporated by reference to Exhibit 1.1 to Post-Effective Amendment No. 2 to FormS-1 (FileNo. 333-233939) of Diamond S Shipping Inc. filed on November 22, 2019).

SIGNATURES

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

First Reserve Fund XII, L.P.

FRXII-A Parallel Vehicle, L.P.

First Reserve GP XII, L.P.

First Reserve GP XII Limited

William E. Macaulay

Dated: November 27, 2019


FIRST RESERVE FUND XII, L.P.

By:		First Reserve GP XII, L.P., its general partner
By:		First Reserve GP XII Limited, its general partner

By:		/s/ Anne E. Gold
Name:		Anne E. Gold
Title:		Chief Compliance Officer, Secretary & Assistant Treasurer


FRXII-A PARALLEL VEHICLE, L.P.

By:		First Reserve GP XII, L.P., its general partner
By:		First Reserve GP XII Limited, its general partner

By:		/s/ Anne E. Gold
Name:		Anne E. Gold
Title:		Chief Compliance Officer, Secretary & Assistant Treasurer


FIRST RESERVE GP XII, L.P.

By:		First Reserve GP XII Limited, its general partner

By:		/s/ Anne E. Gold
Name:		Anne E. Gold
Title:		Chief Compliance Officer, Secretary & Assistant Treasurer


FIRST RESERVE GP XII LIMITED

By:		/s/ Anne E. Gold
Name:		Anne E. Gold
Title:		Chief Compliance Officer, Secretary & Assistant Treasurer

WILLIAM E. MACAULAY

/s/ Anne E. Gold

Anne E. Gold,attorney-in-fact

SCHEDULE I

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of First Reserve GP XII Limited (“XII Limited”) are set forth below. Each such person has no other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by First Reserve).


Name	Position with XII Limited	Business Address	Citizenship
Edward T. Bialas†	Managing Director	*	USA
Anne E. Gold	Chief Compliance Officer, Secretary & Assistant Treasurer	*	USA
Neil J. Hartley	Managing Director	*	UK
John A. Hill†	Managing Director	*	USA
Will Honeybourne†	Managing Director	*	USA
Alex T. Krueger†	President & CEO	*	USA
William E. Macaulay†	Chairman	*	USA
Jeffrey K. Quake†	Managing Director	*	USA
Gary D. Reaves II†	Managing Director	*	USA
Claudio Santiago	Managing Director	*	Spain
Alan G. Schwartz†	Managing Director & General Counsel	*	USA
Brooks M. Shughart†	Managing Director	*	USA
Joshua R. Weiner†	Managing Director	*	USA
Neil A. Wizel†	Managing Director	*	USA
Jennifer C. Zarrilli†	Managing Director, CFO & Treasurer	*	USA

†	Member of the Board of Directors of XII Limited

*	First Reserve, 290 Harbor Drive, Fifth Floor, Stamford, CT 06902

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:

Sole Voting Power

0

Shared Voting Power

4,079,860

Sole Dispositive Power

0

Shared Dispositive Power

4,079,860