0000913849-11-000274.txt : 20110726 0000913849-11-000274.hdr.sgml : 20110726 20110726093114 ACCESSION NUMBER: 0000913849-11-000274 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110726 DATE AS OF CHANGE: 20110726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SU HSIN-CHI CENTRAL INDEX KEY: 0001437446 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O TMT CO., LTD. STREET 2: 8TH FL., NO. 126, SEC. 1, JIANGUO N. RD. CITY: TAIPEI STATE: F5 ZIP: ROC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vantage Drilling CO CENTRAL INDEX KEY: 0001419428 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84068 FILM NUMBER: 11986072 BUSINESS ADDRESS: STREET 1: C/O M&C CORPORATE SVC LTD., PO BOX 309GT STREET 2: UGLAND HOUSE, S CHURCH ST., GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (281) 404-4709 MAIL ADDRESS: STREET 1: 777 POST OAK BOULEVARD, SUITE 610 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D/A 1 sc13da_072511.htm AMENDMENT NO. 6 TO SCHEDULE 13D sc13da_072511.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
   
   
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
VANTAGE DRILLING COMPANY
(Name of Issuer)
 
Ordinary Shares
(Title of Class of Securities)
 
G93205113
(CUSIP Number)
 
Steven R. Berger, Esq.
Vedder Price P.C.
1633 Broadway
47th Floor
New York, NY  10019
(212) 407-7714
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
March 29, 2011
(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. o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
 
*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 disclosures provided in a prior cover page.
 
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).
 
 
 
 
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
 
SEC 1746 (11-02)
 
 
 
 
CUSIP No. G93205113
 
 
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entity only).
 
F3 Capital
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
 
3.
 
SEC Use Only
 
 
 
 
4.
 
Source of Funds (See Instructions)
 
 
WC, AF
 
5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
 
6.
 
Citizenship or Place of Organization
 
 
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7. Sole Voting Power
 
 
0
 
  
 
8. Shared Voting Power
 
 
102,075,650*
  
 
9. Sole Dispositive Power
 
 
0
  
 
10. Shared Dispositive Power
 
102,075,650*
  
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
102,075,650*
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 
 
 
o
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
 
34.88%*
 
14.
 
Type of Reporting Person (See Instructions)
 
 
CO
   
   
*  Includes 1,983,471 ordinary shares which may be acquired upon the exercise of a warrant which is currently exercisable.
 
 
 
2
CUSIP No. G93205113
 
 
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Hsin-Chi Su
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
 
3.
 
SEC Use Only
 
 
 
 
4.
 
Source of Funds (See Instructions)
 
 
PF, AF
 
5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
 
6.
 
Citizenship or Place of Organization
 
 
Republic of China
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7. Sole Voting Power
 
 
0
 
  
 
8. Shared Voting Power
 
 
102,075,650*
  
 
9. Sole Dispositive Power
 
 
0
  
 
10. Shared Dispositive Power
 
102,075,650*
  
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
102,075,650*
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 
 
 
o
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
 
34.88%*
 
14.
 
Type of Reporting Person (See Instructions)
 
 
IN
   
   
*  Includes 1,983,471 ordinary shares which may be acquired upon the exercise of a warrant which is currently exercisable.
 
 
 
3
 
 
Introduction
 
This Amendment No. 6 to Schedule 13D, referring to the Ordinary Shares (the “Shares”) of Vantage Drilling Company, a Cayman Islands corporation (the “Company”), is being filed on behalf of the Reporting Persons to amend the Schedule 13D as originally filed by the Reporting Persons on June 3, 2009, as amended by Amendment No. 1 to Schedule 13D filed on September 8, 2009, by Amendment No. 2 to Schedule 13D filed on November 20, 2009, by Amendment No. 3 to Schedule 13D filed on January 4, 2010, by Amendment No. 4 to Schedule 13D filed on November 30, 2010, and by Amendment No. 5 to Schedule 13D filed on December 14, 2010 (the “Schedule 13D”).  The purpose of this Amendment No. 6 is to supplement the information contained in the Schedule 13D.  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.
 
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.  All other information contained in the Schedule 13D shall remain unmodified.  The Schedule 13D is hereby amended by this Amendment No. 6 as follows:
 
Item 3.     Source and Amount of Funds or Other Consideration
 
The following is added as a new paragraph to be inserted at the end of Item 3:  As disclosed in Item 5 below, the Reporting Persons used personal funds and corporate funds to purchase Shares in the open market within the 60 days preceding the filing of this Amendment No. 6.  Also reported below are sales of Shares in the open market effected by the Reporting Person more than 60 days preceding the filing of this Amendment No. 6, which sales had not been previously reported.
 
As a result of inadvertent administrative errors, the Reporting Persons had failed to recognize at the date of occurrence that (a) such sales of Shares needed to be reported to the SEC and the Company, and (b) as a result of purchases of Shares within six months of such sales, the Reporting Persons had unwittingly breached its obligations under Section 16(b) of the Securities Exchange Act of 1934, as amended.   The Reporting Persons are filing this Amendment No. 6 to report properly all of its transactions in Shares since March 29, 2011, and to report that the Reporting Persons have voluntarily tendered to the Company, the amount of $118,863, representing the short-swing profits associated with the sale of the Shares and purchases within six months of such sales.  Such amount was calculated by matching the sale prices of the Shares with the lowest purchase price of Shares purchased by the Reporting Persons within six months before or after such sales.  This amount constitutes the full amount recoverable by the Company from the Reporting Persons pursuant to Section 16(b) calculated using this prescribed matching calculation.
 
Item 5.   Interest in Securities of the Issuer
 
 
(a)
As of the date hereof, F3 may be deemed to be the beneficial owner of an aggregate of 102,075,650 Ordinary Shares, constituting approximately 34.88% of the Ordinary Shares outstanding, as publicly reported by the Company in its most recent Proxy Statement, dated July 1, 2011  These include 1,983,471 Ordinary Shares which may be acquired upon the exercise of a warrant held by F3 Capital, which warrant is fully exercisable.
 
 
As of the date hereof, Nobu Su may be deemed to be the beneficial owner of an aggregate of 102,075,650 Ordinary Shares, constituting approximately 34.88% of the Ordinary Shares outstanding, as publicly reported by the Company in its most recent Proxy Statement, dated July 1, 2011.  These include 1,983,471 Ordinary Shares which may be acquired upon the exercise of a warrant held by F3 Capital, which warrant is fully exercisable.
 
 
(b)
As of the date hereof, F3 and Nobu Su have the shared power to vote and the shared power to dispose or direct the disposition of 102,075,650 Ordinary Shares.  These include 1,983,471 Ordinary Shares which may be acquired upon the exercise of a warrant held by F3 Capital, which warrant is fully exercisable.
 
 
(c)
The Reporting Persons have effected the following transactions in Ordinary Shares, including transaction within the last 60 days, which have not been previously reported:
 
 
 
4
 
 
 
Date
No. of Shares Acquired
No. of Shares Sold
Price Per Share
Where Transaction Effected
 
3/29/11
 
  
250,000
$1.8443
NYSE/AMEX
3/30/11
 
  
250,000
$1.8699
NYSE/AMEX
3/31/11
 
  
250,000
$1.8334
NYSE/AMEX
4/1/11
 
  
250,000
$1.8614
NYSE/AMEX
5/24/11
 
453,127
  
$1.8877
NYSE/AMEX
5/25/11
 
71,271
  
$1.92
NYSE/AMEX
5/26/11
 
86,480
  
$1.9298
NYSE/AMEX
5/27/11
 
500,000
  
$1.94
NYSE/AMEX
6/21/11
 
35,500
  
$1.71
NYSE/AMEX
6/23/11
 
943,800
  
$1.78
NYSE/AMEX
 
 
(d)
Not applicable.
 
 
(e)
Not applicable.

 
 
5
 
 
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.
 
July 26, 2011
Date
 
/s/ HSIN-CHI SU
Signature
 
Hsin-Chi Su, President, F3 Capital
Name/Title

 
July 26, 2011
Date
 
/s/ HSIN-CHI SU
Signature
 
Hsin-Chi Su
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement:  provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
 
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
 
SEC 1746 (11-02)