Macaulay William E Form 3 Diamond S Shipping / WILLIAM E MACAULAY ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

First Reserve GP XII Ltd

(Last) (First) (Middle)

290 HARBOR DRIVE, FIFTH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2019

3. Issuer Name and Ticker or Trading Symbol
Diamond S Shipping Inc. [ DSSI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,174,705	I	See Footnotes(1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

First Reserve GP XII Ltd

(Last) (First) (Middle)

290 HARBOR DRIVE, FIFTH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

First Reserve GP XII, LP

(Last) (First) (Middle)

290 HARBOR DRIVE, FIFTH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FIRST RESERVE FUND XII LP

(Last) (First) (Middle)

290 HARBOR DRIVE, FIFTH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FR XII A PARALLEL VEHICLE LP

(Last) (First) (Middle)

290 HARBOR DRIVE, FIFTH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MACAULAY WILLIAM E

(Last) (First) (Middle)

290 HARBOR DRIVE, FIFTH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

Explanation of Responses:

1. 8,030,541 shares of common stock are held directly by First Reserve Fund XII, L.P. ("Fund XII").

2. 144,164 shares of common stock are held directly by FR XII-A Parallel Vehicle, L.P. ("Parallel Vehicle").

3. This form is filed jointly by First Reserve GP XII Limited ("GP XII Limited"), First Reserve GP XII, L.P. ("GP XII"), Fund XII, Parallel Vehicle and William E. Macaulay.

4. GP XII Limited is the general partner of GP XII, which in turn is the general partner of each of Fund XII and Parallel Vehicle. Mr. Macaulay is the chairman of the board of directors of GP XII Limited (the "Board") and has the right to appoint the majority of the directors of the Board.

5. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

EXHIBIT LIST - Exhibit 24 - Power of Attorney

	FIRST RESERVE GP XII LIMITED, By: /s/ Anne E. Gold, Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurer	04/01/2019
	FIRST RESERVE GP XII, L.P., By: First Reserve GP XII Limited, its general partner, By: /s/ Anne E. Gold, Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurer	04/01/2019
	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, Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurer	04/01/2019
	FR XII-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, Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurer	04/01/2019
	/s/ Anne E. Gold, as attorney-in-fact for WILLIAM E. MACAULAY	04/01/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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