Frontline (FRO) SC 13G/A Beneficial ownership report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

FRONTLINE LTD.

(Name of Issuer)

Ordinary Shares, par value $1.00 per share

(Title of Class of Securities)

G3682192

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o 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 (“Exchange 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. G3682E192						SCHEDULE 13G
	1	Name of Reporting Person Urion Holdings (Malta) Limited
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization Malta
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 11,312,662
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 11,312,662
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 11,312,662
	10	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 5.7%(1)
	12	Type of Reporting Person (See Instructions) CO

(1) Percentage calculated based on 197,692,321 shares of common stock outstanding as of January 3, 2020 as reported by Frontline Ltd. in a press release issued on January 6, 2020.

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CUSIP No. G3682E192						SCHEDULE 13G
	1	Name of Reporting Person Cortes Holding B.V.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization Netherlands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 0%
	12	Type of Reporting Person (See Instructions) CO

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CUSIP No. G3682E192						SCHEDULE 13G
	1	Name of Reporting Person Cortes Investments S.À.R.L.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization Luxembourg
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 0%
	12	Type of Reporting Person (See Instructions) CO

4

CUSIP No. G3682E192						SCHEDULE 13G
	1	Name of Reporting Person Trafigura Holdings Limited
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization Malta
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 11,312,662
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 11,312,662
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 11,312,662
	10	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 5.7%(1)
	12	Type of Reporting Person (See Instructions) CO

(1) Percentage calculated based on 197,692,321 shares of common stock outstanding as of January 3, 2020 as reported by Frontline Ltd. in a press release issued on January 6, 2020.

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CUSIP No. G3682E192						SCHEDULE 13G
	1	Name of Reporting Person Trafigura Holdings Pte. Ltd.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization Singapore
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 11,312,662
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 11,312,662
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 11,312,662
	10	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 5.7%(1)
	12	Type of Reporting Person (See Instructions) CO

(1) Percentage calculated based on 197,692,321 shares of common stock outstanding as of January 3, 2020 as reported by Frontline Ltd. in a press release issued on January 6, 2020.

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CUSIP No. G3682E192						SCHEDULE 13G
	1	Name of Reporting Person Trafigura Group Pte. Ltd.
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization Singapore
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 11,312,662
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 11,312,662
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 11,312,662
	10	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percent of Class Represented by Amount in Row (9) 5.7%(1)
	12	Type of Reporting Person (See Instructions) CO

(1) Percentage calculated based on 197,692,321 shares of common stock outstanding as of January 3, 2020 as reported by Frontline Ltd. in a press release issued on January 6, 2020.

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CUSIP No. G3682E192 SCHEDULE 13G

Explanatory Note

This Amendment No. 1 to the Schedule 13G jointly filed by Urion Holdings (Malta) Limited, Cortes Holding B.V., Cortes Investments S.À.R.L., Trafigura Holdings Ptd. Ltd. and Trafigura Group Pte. Ltd. with the Securities and Exchange Commission on September 3, 2019 constitutes an initial Schedule 13G filing on behalf of Trafigura Holdings Limited with respect to the ordinary shares, par value $1.00 per share, of Frontline Ltd. (the “Issuer”) reported herein (the “Frontline Ordinary Shares”) as a result of a corporate reorganization on November 25, 2019, whereby Trafigura Holdings Limited became a beneficial owner of the Frontline Ordinary Shares and Cortes Holding B.V. and Cortes Investments S.À.R.L. ceased to be beneficial owners of the Frontline Ordinary Shares.

Item 1.  Name of Issuer; Address of Issuer’s Principal Executive Offices
(a) — (b)   This Amendment No. 1 to Schedule 13G is being filed with respect to ordinary shares, par value $1.00 per share, of the Issuer, a Bermuda exempted company limited by shares with registration number 46057.  The address of the principal executive offices of the Issuer is Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda.
Item 2.   Name of Person Filing; Address or Principal Business Office; Citizenship; Title of Class of Securities; CUSIP No.
	(a)	Name of Persons Filing (the “Reporting Persons”): Urion Holdings (Malta) Limited Cortes Holding B.V. Cortes Investments S.À.R.L. Trafigura Holdings Limited Trafigura Holdings Pte. Ltd. Trafigura Group Pte. Ltd.
	(b)	The principal business office of each of the Reporting Persons is located at: Urion Holdings (Malta) Limited Blue Harbour Business Centre, Level 1 Ta’Xbiex Yacht Marina Ta’Xbiex XBX1027 Malta Cortes Holding B.V. Evert van der Beekstraat 1-82, 1118CL Schiphol, The Netherlands Cortes Investments S.À.R.L. 21 rue du Puits Romain, L-8070 Bertrange, Luxembourg Trafigura Holdings Limited Blue Harbour Business Centre, Level 1 Ta’Xbiex Yacht Marina Ta’Xbiex XBX1027 Malta Trafigura Holdings Pte. Ltd. 10 Collyer Quay, #29-00 Ocean Financial Centre, Singapore 049315 Trafigura Group Pte. Ltd. 10 Collyer Quay, #29-00 Ocean Financial Centre, Singapore 049315
	(c)	Citizenship: Urion Holdings (Malta) Limited — Malta Cortes Holding B.V. - Netherlands Cortes Investments S.À.R.L. — Luxembourg Trafigura Holdings Limited — Malta Trafigura Holdings Pte. Ltd. - Singapore Trafigura Group Pte. Ltd. - Singapore
	(d)	Title of Class of Securities: Ordinary Shares, par value $1.00 per share
	(e)	CUSIP Number: G3682E192
Item 3.	If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check the appropriate box.
	Not applicable.

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CUSIP No. G3682E192 SCHEDULE 13G

Item 4.	Ownership
The information required by Items 4(a) — (c) is set forth in Rows (5) — (11) of the cover page for the Reporting Person and is incorporated herein by reference.
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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
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
Not applicable.
Item 8.	Identification and Classification of Members of the Group
Not applicable.
Item 9.	Notice of Dissolution of Group
Not applicable.

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CUSIP No. G3682E192 SCHEDULE 13G

Item 10.

Certification

By signing below we certify that, to the best of our 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.

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SIGNATURE

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

Date:           February 7, 2020

URION HOLDINGS (MALTA) LIMITED

/s/ Marie Favennec

By: Marie Favennec, Corporate Finance Officer

/s/ James Murphy O’Connor

By: James Murphy O’Connor, Corporate Finance Officer

CORTES HOLDING B.V.

/s/ Marie Favennec

By: Marie Favennec, Corporate Finance Officer

/s/ James Murphy O’Connor

By: James Murphy O’Connor, Corporate Finance Officer

CORTES INVESTMENTS S.À.R.L.

/s/ Marie Favennec

By: Marie Favennec, Corporate Finance Officer

/s/ James Murphy O’Connor

By: James Murphy O’Connor, Corporate Finance Officer

TRAFIGURA HOLDINGS LIMITED

/s/ Marie Favennec

By: Marie Favennec, Corporate Finance Officer

/s/ James Murphy O’Connor

By: James Murphy O’Connor, Corporate Finance Officer

TRAFIGURA HOLDINGS PTE. LTD.

/s/ Marie Favennec

By: Marie Favennec, Corporate Finance Officer

/s/ James Murphy O’Connor

By: James Murphy O’Connor, Corporate Finance Officer

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CUSIP No. G3682E192 SCHEDULE 13G

TRAFIGURA GROUP PTE. LTD.

/s/ Marie Favennec

By: Marie Favennec, Corporate Finance Officer

/s/ James Murphy O’Connor

By: James Murphy O’Connor, Corporate Finance Officer

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