Amendment: SEC Form SCHEDULE 13D/A filed by Scorpio Tankers Inc.
$STNG
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)
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DHT Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
Y2065G121 (CUSIP Number) |
Mr. Emanuele Lauro 99, Boulevard du Jardin Exotique, Monaco, O9, 98000 (212) 574-1200 Edward S. Horton, Esq. 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) |
06/17/2025 (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
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| CUSIP No. | Y2065G121 |
| 1 |
Name of reporting person
Scorpio Tankers Inc. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,882,480.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.53 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | Y2065G121 |
| 1 |
Name of reporting person
Scorpio Holdings Limited | ||||||||
| 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
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,882,480.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.53 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | Y2065G121 |
| 1 |
Name of reporting person
Scorpio Services Holding Limited | ||||||||
| 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
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,882,480.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.53 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | Y2065G121 |
| 1 |
Name of reporting person
Annalisa Lolli-Ghetti | ||||||||
| 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
ITALY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,882,480.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.53 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
DHT Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Clarendon House, 2 Church Street, Hamilton,
BERMUDA
, Hm 11. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on January 29, 2025 (the "Schedule 13D"). This Amendment No. 1 is being filed on behalf of the following persons with respect to the common stock, par value $0.01 per share (the "Shares") of DHT Holdings, Inc. (the "Issuer"): Scorpio Tankers Inc. ("Scorpio"), Scorpio Holdings Limited ("Scorpio Holdings"), Scorpio Services Holding Limited, a wholly-owned subsidiary of Scorpio Holdings ("SSH"), and Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings ("Ms. Lolli-Ghetti", and together with Scorpio, Scorpio Holdings and SSH, the "Reporting Persons"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to include the following:
Between June 13, 2025 and June 18, 2025, Scorpio sold an aggregate of 2,695,218 Shares in open market transactions. | ||
| Item 4. | Purpose of Transaction | |
There are no material changes to the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | According to information provided by the Issuer in its Current Report on Form 6-K filed on May 7, 2025, the Issuer had 160,607,613 Shares issued and outstanding as of March 31, 2025. Based on the foregoing, as of the date of this filing the Reporting Persons may be deemed the beneficial owners of 8,882,480 Shares, representing approximately 5.53% of the Issuer's 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 8,882,480 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-2 to this 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 | |
There are no material changes to the Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A-2: Information with Respect to Transactions Effected in the Last 60 Days | ||
| 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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Comments accompanying signature:
* The Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. |