0001104659-19-007518.txt : 20190212 0001104659-19-007518.hdr.sgml : 20190212 20190212162854 ACCESSION NUMBER: 0001104659-19-007518 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190212 DATE AS OF CHANGE: 20190212 GROUP MEMBERS: R/C ENERGY GP IV, LLC GROUP MEMBERS: R/C GP IV CAYMAN LLC I GROUP MEMBERS: RIVERSTONE QUINTANA SHIPPING HOLDCO, LLC GROUP MEMBERS: RIVERSTONE/CARLYLE ENERGY PARTNERS IV (CAYMAN), L.P. GROUP MEMBERS: RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Golden Ocean Group Ltd CENTRAL INDEX KEY: 0001029145 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50787 FILM NUMBER: 19591263 BUSINESS ADDRESS: STREET 1: PAR LA VILLE PLACE, 4TH FLOOR STREET 2: 14 PAR LA VILLE ROAD CITY: HAMILTON HM 08 STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412956935 MAIL ADDRESS: STREET 1: PAR LA VILLE PLACE, 4TH FLOOR STREET 2: 14 PAR LA VILLE ROAD CITY: HAMILTON HM 08 STATE: D0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Knightsbridge Shipping Ltd DATE OF NAME CHANGE: 20140930 FORMER COMPANY: FORMER CONFORMED NAME: KNIGHTSBRIDGE TANKERS LTD DATE OF NAME CHANGE: 19961217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSTONE CARLYLE GLOBAL ENERGY & POWER FUND IV LP CENTRAL INDEX KEY: 0001424820 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 a19-4423_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

Amendment No. 3 to

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Golden Ocean Group Ltd.

(Name of Issuer)

Common stock, par value $0.05 per share

(Title of Class of Securities)

G39637205

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

CUSIP No. G39637205

 

 

1

Name of Reporting Person:
Riverstone Quintana Shipping Holdco, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a):

o

 

 

(b):

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Marshall Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,149,124

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,149,124

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,149,124

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row (9)
2.9%*

 

 

12

Type of Reporting Person
OO

 


*                 Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.

 

1


 

CUSIP No. G39637205

 

 

1

Name of Reporting Person:
Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a):

o

 

 

(b):

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,149,124

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,149,124

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,149,124

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row (9)
2.9%*

 

 

12

Type of Reporting Person
OO

 


*                 Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.

 

2


 

CUSIP No. G39637205

 

 

1

Name of Reporting Person:
Riverstone/Carlyle Energy Partners IV (Cayman), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a):

o

 

 

(b):

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,149,124

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,149,124

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,149,124

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row (9)
2.9%*

 

 

12

Type of Reporting Person
OO

 


*                 Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.

 

3


 

CUSIP No. G39637205

 

 

1

Name of Reporting Person:
R/C GP IV Cayman LLC I

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a):

o

 

 

(b):

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,149,124

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,149,124

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,149,124

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row (9)
2.9%*

 

 

12

Type of Reporting Person
OO

 


*                 Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.

 

4


 

CUSIP No. G39637205

 

 

1

Name of Reporting Person:
Riverstone/Carlyle Energy Partners IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a):

o

 

 

(b):

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,149,124

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,149,124

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,149,124

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row (9)
2.9%*

 

 

12

Type of Reporting Person
OO

 


*                 Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.

 

5


 

CUSIP No. G39637205

 

 

1

Name of Reporting Person:
R/C Energy GP IV, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a):

o

 

 

(b):

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
4,149,124

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,149,124

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,149,124

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

 

 

11

Percent of Class Represented by Amount in Row (9)
2.9%*

 

 

12

Type of Reporting Person
OO

 


*                 Based on 144,247,697 Common Shares outstanding as of March 20, 2018, as reported in Golden Ocean Group Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on March 21, 2018.

 

6


 

Item 1(a).

Name of Issuer:
Golden Ocean Group Ltd.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
Par-la-Ville Place

14 Par-la-Ville Road

Hamilton, HM 08, Bermuda

 

Item 2(a).

Names of Persons Filing:
Riverstone Quintana Shipping Holdco, LLC

Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P.

Riverstone/Carlyle Energy Partners IV (Cayman), L.P.

R/C GP IV Cayman LLC I

Riverstone/Carlyle Energy Partners IV, L.P.

R/C Energy GP IV, LLC.

Item 2(b).

Address or Principal Business Office or, if none, Residence:
The principal business office for Riverstone Quintana Shipping Holdco, LLC, Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P., Riverstone/Carlyle Energy Partners IV (Cayman), L.P., R/C GP IV Cayman LLC I, Riverstone/Carlyle Energy Partners IV, L.P. and R/C Energy GP IV, LLC is 712 Fifth Ave., 36th Floor New York, NY 10019

Item 2(c).

Citizenship:
Riverstone Quintana Shipping Holdco, LLC is a Marshall Islands limited liability company

Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P. is a Cayman Islands limited partnership

Riverstone/Carlyle Energy Partners IV (Cayman), L.P. is a Cayman Islands limited partnership

R/C GP IV Cayman LLC I is a Cayman Islands limited liability company

Riverstone/Carlyle Energy Partners IV, L.P. is a Delaware limited partnership

R/C Energy GP IV, LLC is a Delaware limited liability company

Item 2(d).

Title of Class of Securities:
Common Shares

Item 2(e).

CUSIP Number:
G39637205

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

7


 

Item 4.

Ownership:

 

1.

Riverstone Quintana Shipping Holdco, LLC

 

(a)

Amount beneficially owned:   

4,149,124

 

(b)

Percent of class:   

2.9%*

 

(c)

Number of units as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

4,149,124

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

4,149,124

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

 

 

 

2.

Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P.

 

(a)

Amount beneficially owned:   

4,149,124

 

(b)

Percent of class:   

2.9%*

 

(c)

Number of units as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

4,149,124

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

4,149,124

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

 

 

 

3.

Riverstone/Carlyle Energy Partners IV (Cayman), L.P.

 

(a)

Amount beneficially owned:   

4,149,124

 

(b)

Percent of class:   

2.9%*

 

(c)

Number of units as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

4,149,124

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

4,149,124

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

8


 

 

4.

R/C GP IV Cayman LLC I

 

(a)

Amount beneficially owned:   

4,149,124

 

(b)

Percent of class:   

2.9%*

 

(c)

Number of units as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

4,149,124

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

4,149,124

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

 

 

 

5.

Riverstone/Carlyle Energy Partners IV, L.P.

 

(a)

Amount beneficially owned:   

4,149,124

 

(b)

Percent of class:   

2.9%*

 

(c)

Number of units as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

4,149,124

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

4,149,124

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

 

 

 

6.

R/C Energy GP IV, LLC

 

(a)

Amount beneficially owned:   

4,149,124

 

(b)

Percent of class:   

2.9%*

 

(c)

Number of units as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

4,149,124

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

4,149,124

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

Riverstone Quintana Shipping Holdco, LLC is controlled by Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P. (“R/C IV (Cayman)”), an alternative investment vehicle of Riverstone/Carlyle Global Energy and Power Fund IV, L.P. (“R/C IV”). R/C IV (Cayman) is controlled by its general partner, Riverstone/Carlyle Energy Partners IV (Cayman), L.P., which is in turn controlled by its general partner, R/C GP IV Cayman LLC I, an affiliate of R/C Energy GP IV, LLC. R/C Energy GP IV, LLC is managed by a management committee. Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, N. John Lancaster, Daniel A. D’Aniello and Edward J. Mathias, as members of the management committee of R/C Energy GP IV, LLC, may be deemed to possess voting and dispositive powers with respect to the aggregate 4,149,124 shares of common stock of Golden Ocean Group Ltd. that are the subject of this Schedule 13G. Such individuals expressly disclaim any beneficial ownership over such shares.

 

9


 

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

Not applicable.

 

10


 

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Dated: February 12, 2019

 

 

RIVERSTONE QUINTANA SHIPPING HOLDCO, LLC

 

 

 

 

By

Riverstone/Carlyle Global Energy and Power Fund IV (Cayman), L.P., its managing member

 

 

 

 

By:

Riverstone/Carlyle Energy Partners IV (Cayman), L.P., its general partner

 

 

 

 

By:

R/C GP IV Cayman LLC I, its general partner

 

 

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

 

 

 

 

RIVERSTONE/CARLYLE GLOBAL ENERGY AND POWER FUND IV (CAYMAN), L.P.

 

 

 

 

By:

Riverstone/Carlyle Energy Partners IV (Cayman), L.P., its general partner

 

 

 

 

By:

R/C GP IV Cayman LLC I, its general partner

 

 

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

 

 

 

 

RIVERSTONE/CARLYLE ENERGY PARTNERS IV (CAYMAN), L.P.

 

 

 

 

By:

R/C GP IV Cayman LLC I, its general partner

 

 

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

 

 

 

 

R/C GP IV CAYMAN LLC I

 

 

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

SIGNATURE PAGE TO SCHEDULE 13G

 

11


 

 

RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.

 

 

 

 

By:

R/C Energy GP IV, LLC, its general partner

 

 

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

 

 

 

 

 

R/C ENERGY GP IV, LLC

 

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

SIGNATURE PAGE TO SCHEDULE 13G

 

12


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to Schedule 13G/A, filed by Riverstone Carlyle Global Energy & Power Fund IV LP on October 4, 2017).

 

13