0000950157-14-000345.txt : 20140416 0000950157-14-000345.hdr.sgml : 20140416 20140416143541 ACCESSION NUMBER: 0000950157-14-000345 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140416 DATE AS OF CHANGE: 20140416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GasLog Ltd. CENTRAL INDEX KEY: 0001534126 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86887 FILM NUMBER: 14767356 BUSINESS ADDRESS: STREET 1: Gildo Pastor Center STREET 2: 7 Rue Du Gabian CITY: MC STATE: O9 ZIP: 98000 BUSINESS PHONE: 377 97 97 51 15 MAIL ADDRESS: STREET 1: Gildo Pastor Center STREET 2: 7 Rue Du Gabian CITY: MC STATE: O9 ZIP: 98000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Livanos Peter G. CENTRAL INDEX KEY: 0001553413 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O GASLOG MONACO SAM STREET 2: GILDO PASTOR CENTER 7 RUE DU GABIAN CITY: MONACO STATE: O9 ZIP: 98000 SC 13D/A 1 sc13da.htm AMENDMENT NO. 2 sc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 2)

GasLog Ltd.
(Name of Issuer)

Common Shares, par value $0.01 per share
 (Title of Class of Securities)

G37585109
 (CUSIP Number)

Peter G. Livanos
c/o GasLog Monaco S.A.M.
Gildo Pastor Center
7 Rue du Gabian
98000, Monaco

Copies to:

William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
+1 (212) 474-1000
(telephone number)
+1 (212) 474-3700
(facsimile number)
Charles Lubar, Esq.
Morgan, Lewis & Bockius LLP
Condor House
5-10 St. Paul’s Churchyard
London, ENGLAND EC4M 8AL
+44 (0)20 3201 5531
(telephone number)
+44 (0)20 3201 5001
(facsimile number)

 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 
April 16, 2014
 (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-l(f) or 240.13d-l(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.
 
 

 
 
 

 
CUSIP No.  G37585109
 
1
NAMES OF REPORTING PERSONS
 
Peter G. Livanos
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  x
(b)  o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Greece and the United Kingdom
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
31,403,442
8
SHARED VOTING POWER
 
145,000
9
SOLE DISPOSITIVE POWER
 
31,403,442
10
SHARED DISPOSITIVE POWER
 
145,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,548,442
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
39.0%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 
 

 
 
CUSIP No.  G37585109
 
1
NAMES OF REPORTING PERSONS
 
Ceres Shipping Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
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
7
SOLE VOTING POWER
 
31,332,014
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
31,332,014
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,332,014
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
38.7%
14
TYPE OF REPORTING PERSON
 
CO
 
 
 
 
 
 
 
 

CUSIP No. G37585109
 
1
NAMES OF REPORTING PERSONS
 
Blenheim Holdings Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
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
7
SOLE VOTING POWER
 
31,332,014
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
31,332,014
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
31,332,014
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
38.7%
14
TYPE OF REPORTING PERSON
 
CO
 
 
 
 
 
 
 
 
 
CUSIP No. G37585109
 
1
NAMES OF REPORTING PERSONS
 
Falconera Navigation Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Panama
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
145,000
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
145,000
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
145,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
14
TYPE OF REPORTING PERSON
 
CO

 
 
 
 
 

Explanatory Note

The purpose of this Amendment No. 2 (this “Amendment No. 2”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 29, 2012, as amended on March 13, 2014 (as amended, the “Amended Schedule 13D”) is solely to reflect a decrease in the percentage of the common shares, par value $0.01 per share (the “Shares”) of GasLog Ltd., a Bermuda company (the “Issuer”) beneficially owned by the Reporting Persons, based on 80,993,126 Shares outstanding, following the Issuer’s issuance of 4,887,500 Shares in a public offering, as reported by the Issuer in the prospectus supplement filed with the Commission on April 14, 2014 and the Form 6-K furnished to the Commission on April 16, 2014. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 2 and not otherwise defined shall have the respective meanings assigned to such terms in the Amended Schedule 13D. 
  
Item 5. Interest in Securities of the Issuer
 
The first paragraph of Section (a) and Sections (b) and (c) of Item 5 are amended and restated as follows:

(a) See item 9 on Cover Pages to this Amendment No. 2. Percentages are based on 80,993,126 Shares outstanding, as reported by the Issuer in the prospectus supplement filed with the Commission on April 14, 2014 and the Form 6-K furnished to the Commission on April 16, 2014.
 
(b) Number of Shares as to which each Reporting Person has:
 
(i) Sole power to vote or to direct the vote: See item 7 on Cover Pages to this Amendment No. 2.
 
(ii) Shared power to vote or to direct the vote: See item 8 on Cover Pages to this Amendment No. 2.
 
(iii) Sole power to dispose or to direct the disposition: See item 9 on Cover Pages to this Amendment No. 2.
 
(iv) Shared power to dispose or to direct the vote: See item 10 on Cover Pages to this Amendment No. 2.
 
(c) Except as described in Item 5(c) of Amendment No. 1, there have been no transactions in the Shares effected during the past 60 days by any of the Reporting Persons.
 
 
 
 
 
 

 
 
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.
 
Date: April 16, 2014
 
Peter G. Livanos
  
     
     
By:
/s/ Peter G. Livanos
  
 
 
Blenheim Holdings Ltd.
     
     
By:
 /s/ Peter G. Livanos
 
Name:
Peter G. Livanos
 
Title:
Director
 
 
 
Ceres Shipping Ltd.
  
     
     
By:
/s/ Peter G. Livanos
  
Name:
Peter G. Livanos
  
Title:
Director
  
 
 
Falconera Navigation Inc.
  
     
     
By:
/s/ Peter G. Livanos
  
Name:
Peter G. Livanos
  
Title:
Director