Amendment: SEC Form SCHEDULE 13D/A filed by Golden Ocean Group Limited
$GOGL
Marine Transportation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Golden Ocean Group Limited (Name of Issuer) |
Common Shares, par value $0.05 per share (Title of Class of Securities) |
G39637205 (CUSIP Number) |
Ludovic Saverys CMB.TECH NV, De Gerlachekaai 20 Antwerp, C9, 2000 32-3-247-59-11 Keith J. Billotti Seward & Kissel LLP, One Battery Park Plaza New York, NY, 10004 212-574-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/25/2025 (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) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | G39637205 |
| 1 |
Name of reporting person
CMB.TECH Bermuda Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,711,007.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025.
SCHEDULE 13D
|
| CUSIP No. | G39637205 |
| 1 |
Name of reporting person
CMB.TECH NV | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,711,007.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025.
SCHEDULE 13D
|
| CUSIP No. | G39637205 |
| 1 |
Name of reporting person
Compagnie Maritime Belge NV | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,711,007.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025.
SCHEDULE 13D
|
| CUSIP No. | G39637205 |
| 1 |
Name of reporting person
Saverco NV | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,711,007.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025.
SCHEDULE 13D
|
| CUSIP No. | G39637205 |
| 1 |
Name of reporting person
Alexander Saverys | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,711,007.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025.
SCHEDULE 13D
|
| CUSIP No. | G39637205 |
| 1 |
Name of reporting person
Ludovic Saverys | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,711,007.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025.
SCHEDULE 13D
|
| CUSIP No. | G39637205 |
| 1 |
Name of reporting person
Michael Saverys | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
88,711,007.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value $0.05 per share | |
| (b) | Name of Issuer:
Golden Ocean Group Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton,
BERMUDA
, HM 08. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on March 11, 2025 (as amended, the "Schedule 13D") by (i) CMB.TECH Bermuda Ltd. ("CMBT Subsidiary"), (ii) CMB.TECH NV ("CMBT"), (iii) Compagnie Maritime Belge NV ("CMB"), (iv) Saverco NV ("Saverco"), (v) Alexander Saverys, (vi) Ludovic Saverys, and (vii) Michael Saverys (the foregoing corporations and individuals are collectively referred to herein as the "Reporting Persons") with respect to the common shares, par value $0.05 per share (the "Shares") of Golden Ocean Group Limited (the "Issuer"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto:
Since the date of the filing of the Schedule 13D, CMBT Subsidiary purchased an aggregate of 7,347,277 additional Shares in the open market for an aggregate purchase price of approximately USD $58.65 million (exclusive of fees and expenses). | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto:
The information included in Item 3 of this Amendment No. 1 is hereby incorporated by reference into this Item 4.
On March 21, 2025, the Issuer announced the appointment by the Issuer's board of directors (the "Board") of Mr. Patrick De Brabandere and Mr. Patrick Molis as directors of the Board, and that Messrs. Ola Lorentzon, John Fredriksen, Ben Mills and Cato Stonex, in conjunction with the foregoing appointments, stepped down from their positions as directors of the Issuer. Messrs. De Brabandere and Molis also serve as directors on CMBT's Supervisory Board, and Mr. De Brabandere is also a director of CMB.
Other than as set forth in this Amendment No. 1 and the Schedule 13D, the Reporting Persons do not have any plans or proposals as of the date of this filing which relate to or would result in any of the actions enumerated in Item 4 of the instructions to Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(e) of the Schedule 13D are hereby amended and restated as follows:
According to information provided in the Issuer's Annual Report on Form 20-F filed on March 20, 2025, the Issuer had 199,403,293 Shares issued and outstanding as of March 20, 2025. Based on the foregoing, as of the date of this filing the Reporting Persons may be deemed the beneficial owners of 88,711,007 Shares, representing approximately 44.5% of the Issuer's issued and outstanding Shares. | |
| (b) | As of the date of this filing the Reporting Persons may be deemed to have the shared power to vote and dispose of 88,711,007 Shares. | |
| (c) | To the best of the Reporting Persons' knowledge, the transactions in the Shares effected by the Reporting Persons during the past 60 days and not previously reported are set forth on Exhibit A-1 to this Amendment No. 1 to the Schedule 13D. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto:
The information included in Item 3 and Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A-1: Transactions Effected in the Past 60 Days Pursuant to Item 5(c). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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