Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)

VIMPELCOM LTD.

(Name of Issuer)

Common Shares, nominal value U.S.$0.001 per share

(Title of Class of Securities)

G9360W 107

(CUSIP Number)

Fabio Ceccarelli

Weather Investments II S.à r.l.

12 Rue Guillaume Kroll

L-1882 Luxembourg

Grand Duchy of Luxembourg

+352 (62) 12 33 720

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

May 18, 2012

(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 which 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(b) 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 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. G9360W 107

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Weather Investments II S.à r.l. 000-00-0000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Grand Duchy of Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 305,803,396 common shares
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 305,803,396 common shares
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 305,803,396 common shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.78% of outstanding common shares(1)
14	TYPE OF REPORTING PERSON HC, CO

(1) Based on 1,628,199,135 common shares of VimpelCom Ltd. which were issued and outstanding as of January 1, 2012.

SCHEDULE 13D

CUSIP No. G9360W 107

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marchmont Limited 000-00-0000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3
4	SOURCE OF FUNDS OO, AF
5	CHECK BOX 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 common shares (excludes beneficial ownership of 305,803,396 common shares which are disclaimed (see 11 below))
		8	SHARED VOTING POWER 0 common shares
		9	SOLE DISPOSITIVE POWER 0 common shares (excludes beneficial ownership of 305,803,396 common shares which are disclaimed (see 11 below))
		10	SHARED DISPOSITIVE POWER 0 common shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 common shares Marchmont Limited expressly disclaims beneficial ownership of the 305,803,396 common shares beneficially owned by Weather Investments II S.à r.l.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% of outstanding common shares
14	TYPE OF REPORTING PERSON HC, CO

SCHEDULE 13D

CUSIP No. G9360W 107

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON February Private Trust Company (Jersey) Limited, as Trustee of the Marchmont Trust 000-00-0000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3
4	SOURCE OF FUNDS OO, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 common shares (excludes beneficial ownership of 305,803,396 common shares which are disclaimed (see 11 below))
		8	SHARED VOTING POWER 0 common shares
		9	SOLE DISPOSITIVE POWER 0 common shares (excludes beneficial ownership of 305,803,396 common shares which are disclaimed (see 11 below))
		10	SHARED DISPOSITIVE POWER 0 common shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 common shares February Private Trust Company (Jersey) Limited expressly disclaims beneficial ownership of the 305,803,396 common shares beneficially owned by Weather Investments II S.à r.l.
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% of outstanding common shares
14	TYPE OF REPORTING PERSON HC, CO

Item 1. Security and Issuer.

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements Amendment No. 4 (“Amendment No. 4”) to Schedule 13D, filed April 26, 2012, Amendment No. 3 (“Amendment No. 3”) to Schedule 13D, filed February 17, 2012, Amendment No. 2 (“Amendment No. 2”) to Schedule 13D, filed February 1, 2012 and Amendment No. 1 (“Amendment No. 1”) to Schedule 13D, filed October 3, 2011, as well as the original statement on Schedule 13D filed on April 22, 2011 (the “Initial Schedule 13D” and together with Amendment No. 4, Amendment No. 3, Amendment No. 2, Amendment No. 1 and the Initial Schedule 13D, the “Prior Schedule 13D”), with the Securities and Exchange Commission, which relates to the common shares, par value $0.001 per share (the “Common Shares”), of VimpelCom Ltd., a company organized under the laws of Bermuda (“VimpelCom”). The principal business address of VimpelCom Ltd. is Claude Debussylaan 15, 1082 MD, Amsterdam, The Netherlands, and its business telephone number is +31 20 301 2240. Unless otherwise indicated, capitalized terms used but not defined in this Amendment No. 5 have the meanings ascribed to such terms in Amendment No. 4, Amendment No. 3, Amendment No. 2, Amendment No. 2, Amendment No. 1 or the Initial Schedule 13D.

Item 2. Identity and Background.

No amendments are made to the response set forth in Item 2 of the Prior Schedule 13D, which is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration.

No amendments are made to the response set forth in Item 3 of the Prior Schedule 13D, which is incorporated herein by reference.

Item 4. Purpose of Transaction.

No amendments are made to the response set forth in Item 4 of the Prior Schedule 13D, which is incorporated herein by reference, except that the following text is added at the end of the section entitled “Sale of Preferred Shares to Telenor East; Option Agreement”:

“On May 18, 2012, Weather II sent a letter to the Supervisory Board of VimpelCom, Telenor East and Altimo, which letter is attached as Exhibit 99.16 to this Schedule 13D, calling for the Annual General Meeting of shareholders of VimpelCom to be scheduled for the month of June 2012. Under the VimpelCom bye-laws, the entire Supervisory Board of VimpelCom is elected at each Annual General Meeting under a cumulative voting system. Weather II also called upon VimpelCom to defend against the claims of the FAS.”

Item 5. Interest in Securities of the Issuer.

No amendments are made to the response set forth in Item 5 of the Prior Schedule 13D, which is incorporated herein by reference.

Neither the filing of this Amendment nor any of its contents will be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any shares of VimpelCom Ltd. (other than as described in Item 5 of the Prior Schedule 13D) for the purposes of Section 13(d) of the Exchange Act, or for any other purposes, and such beneficial ownership is expressly disclaimed.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No amendments are made to the response set forth in Item 6 of the Prior Schedule 13D, which is incorporated by reference herein, except that the amended response to Item 4 above is also incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits.

All the materials listed below are dated as of April 15, 2011 unless otherwise indicated:

99.1*

Joint Filing Agreement.

99.2*

Loan Note Agreement issued by Weather Investments II S.à r.l., dated as of April 14, 2011.

99.3*

Amended and Restated Share Sale and Exchange Agreement by and among VimpelCom Ltd., Wind Telecom S.p.A., Weather Investments II S.à r.l. and certain Shareholders of Wind Telecom S.p.A.

99.4

[Intentionally omitted]

99.5

[Intentionally omitted]

99.6

[Intentionally omitted]

99.7

[Intentionally omitted]

99.8*

Lock-up Agreement by and between VimpelCom Ltd. and Weather Investments II S.à r.l.

99.9*

Share Escrow Agreement among VimpelCom Ltd. and Weather Investments II S.à r.l. and Citibank, N.A., as Escrow Agent.

99.10*

Registration Rights Agreement between VimpelCom Ltd. and Weather Investments II S.à r.l.

99.11

[Intentionally omitted]

99.12

[Intentionally omitted]

99.13

[Intentionally omitted]

99.14†

Share Purchase Agreement between Weather Investments II S.à r.l.and Telenor East Holding II AS, dated February 15, 2012.

99.15†

Option Agreement between Weather Investments II S.à r.l.and Telenor East Holding II AS, dated February 15, 2012.

99.16

Letter from Weather II to the Supervisory Board of VimpelCom Ltd., Telenor East Holding II AS and Altimo Cooperatief U.A., dated May 18, 2012.

*	Previously filed as an Exhibit to VimpelCom’s Initial Schedule 13D filed with the Commission on April 22, 2011.

†	Previously filed as an Exhibit to Amendment No. 3, filed with the Commission on February 17, 2012.

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.

Dated: May 18, 2012

WEATHER INVESTMENTS II S.A R.L.

/s/ Naguib Onsi Sawiris

Name: Naguib Onsi Sawiris

Title: Class A Manager

/s/ Fabio Ceccarelli

Name: Fabio Ceccarelli

Title: Class B Manager

MARCHMONT LIMITED

/s/ Wafaa Lotaief

Name: Wafaa Lotaief

Title: Director

/s/ Philip Norman

Name: Philip Norman

Title: Director

FEBRUARY PRIVATE TRUST COMPANY (JERSEY) LIMITED, AS TRUSTEE OF THE MARCHMONT TRUST

/s/ Philip Norman

Name: Philip Norman

Title: Director

/s/ Philip Le Cornu

Name: Philip Le Cornu

Title: Director