UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 13F FORM 13F COVER PAGE Report for the Calendar Year or Quarter Ended: March 31, 2013 ------------------ Check here if Amendment [ ]; Amendment Number: ----------- This Amendment (Check only one.): [ ] is a restatement. [ ] adds new holdings entries. Institutional Investment Manager Filing this Report: Name: Chandler Holdings Limited ------------------------------- Address: Windward 1, Regatta Office Park ------------------------------- PO Box 897, Grand Cayman, ------------------------------- KY1-1103. Cayman Islands ------------------------------- Form 13F File Number: 28-14826 The institutional investment manager filing this report and the person by whom it is signed hereby represent that the person signing the report is authorized to submit it, that all information contained herein is true, correct and complete, and that it is understood that all required items, statements, schedules, lists, and tables, are considered integral parts of this form. Person Signing this Report on Behalf of Reporting Manager: Name: James Andrew Macarthur ------------------------------- Title: Director ------------------------------- Phone: +65 6210 5544 ------------------------------- Signature, Place, and Date of Signing: /s/ James Andrew Macarthur Singapore, Singapore 5/15/2013 -------------------------- -------------------- ----------------- [Signature] [City, State] [Date] Prior to a name change which was effective April 22, 2013, Chandler Holdings Limited (the Institutional Investment Manager filing this report) reported for Form 13F purposes as Richard Chandler Holdings. Report Type (Check only one): [X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.) [ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).) [ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).) FORM 13F SUMMARY PAGE Report Summary: Number of Other Included Managers: 3 ---------- Form 13F Information Table Entry Total: 1 ---------- Form 13F Information Table Value Total: $554,691 ---------- (thousands) Information with respect to which the Institutional Investment Manager is requesting confidential treatment has been omitted and filed separately with the Securities and Exchange Commission. List of Other Included Managers: Provide a numbered list of the name(s) and Form 13F file number(s) of all institutional investment managers with respect to which this report is filed, other than the manager filing this report. No. Form 13F File Number Name 01 28-14827 Chandler Capital Pte. Ltd. (Name Change - Formerly Richard Chandler Pte. Limited) 02 28-14828 Jasmine Capital Investments Pte. Ltd. 03 28-15183 Orchid Capital Investments Pte. Ltd. FORM 13F INFORMATION TABLE COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8 -------- -------- -------- -------- -------- -------- -------- -------- VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER NAME OF ISSUER TITLE OF CLASS CUSIP (x$1000) PRN AMT PRN CALL DISCRETION MANAGER VOTING AUTHORITY -------------- -------------- ----- -------- ------- --- ---- ---------- -------- ---------------- Sole Shared None ---- ------- ---- INTEROIL CORP COM 460951106 554691 7288011 SH DEFINED 01 03 0 7288011 0