UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SEADRILL LIMITED
(Name of Issuer)
Common shares, par value $0.10 per share
(Title of Class of Securities)
G7998G106
(CUSIP Number)
December 31, 2018
(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)
[ X ] Rule 13d-1(c)
[ ] 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).
Continued on following pages
Page 1 of 6 Pages
| SCHEDULE 13G | ||
| CUSIP No. G7998G106 | Page 2 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| GLG PARTNERS LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☐ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
4,122,933 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
4,122,933 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,122,933 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.12% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
(1) This amount includes 1,000,000 Shares (as defined herein) obtainable by the Reporting Person upon conversion of CFDs (as defined herein).
| SCHEDULE 13G | ||
| CUSIP No. G7998G106 | Page 3 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||
| MAN GROUP PLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☐ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
| 0 | |||||
| 6 | SHARED VOTING POWER | ||||
4,122,933 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
4,122,933 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,122,933 (1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| ☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 4.12% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO, HC | |||||
(1) This amount includes 1,000,000 Shares (as defined herein) obtainable by the Reporting Person upon conversion of CFDs (as defined herein).
| SCHEDULE 13G | ||
Page 4 of 6 Pages |
| Item 1(a). | Name of Issuer: |
Seadrill Limited (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08 Bermuda
| Item 2(a). | Name of Person Filing |
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (i) | GLG Partners LP (the “Investment Manager”); and |
| (ii) | Man Group plc (the “Parent Company”). |
This Statement relates to Shares (as defined herein) held by certain funds and/or managed accounts to which the Investment Manager serves as investment manager (collectively, the “GLG Funds”). Parent Company indirectly, through various intermediate entities, controls the Investment Manager.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each Reporting Person is Riverbank House, 2 Swan Lane, London EC4R 3AD, United Kingdom.
| Item 2(c). | Citizenship: |
The Investment Manager is a United Kingdom limited partnership. The Parent Company is a United Kingdom public limited company.
| Item 2(d). | Title of Class of Securities: |
Common shares, par value $0.10 per share (the “Shares”)
| Item 2(e). | CUSIP Number: |
G7998G106
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
This Item 3 is not applicable.
| Item 4. | Ownership: |
| Item 4(a) | Amount Beneficially Owned: |
As of December 31, 2018, each of the Reporting Persons may be deemed to be the beneficial owner of 4,122,933 Shares held by the GLG Funds. This amount includes 1,000,000 Shares (as defined herein) obtainable by the Reporting Persons upon conversion of contracts for difference (“CFDs”). The Parent Company hereby disclaims any beneficial ownership of any such Shares.
| SCHEDULE 13G | ||
Page 5 of 6 Pages |
| Item 4(b) | Percent of Class: |
As of December 31, 2018, each of the Reporting Persons may be deemed the beneficial owner of approximately 4.12% of Shares outstanding. (There were 100,000,000 Shares issued and outstanding as of September 30, 2018, according to the Issuer’s report on Form 6-K filed on November 27, 2018.)
| Item 4(c) | Number of Shares as to which such person has: |
| (i) Sole power to vote or direct the vote: | 0 |
| (ii) Shared power to vote or direct the vote: | 4,122,933 |
| (iii) Sole power to dispose or direct the disposition of: | 0 |
| (iv) Shared power to dispose or direct the disposition of: | 4,122,933 |
| 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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
See disclosure in Items 2 and 4 hereof. The GLG Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
See disclosure in Item 2 hereof.
| Item 8. | Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
| Item 9. | Notice of Dissolution of Group: |
This Item 9 is not applicable.
| Item 10. | Certification: |
By signing below each Reporting Person certifies that, to the best of its 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Page 6 of 6 Pages |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| GLG PARTNERS LP | |||
| By: | /s/ Katherine Squire | ||
| Name: Katherine Squire | |||
| Title: Chief Compliance Officer | |||
| MAN GROUP PLC | |||
| By: | /s/ Michelle Robyn Grew | ||
| Name: Michelle Robyn Grew | |||
| Title: Chief Administrative Officer | |||
February 11, 2019