SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
First Reserve GP XII Ltd

(Last) (First) (Middle)
290 HARBOR DRIVE, FIFTH FLOOR

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Diamond S Shipping Inc. [ DSSI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value per share 11/25/2019 S 70,923 D $13.75 8,103,782 I See Footnotes(1)(2)(3)(4)(5)
Common Stock, $0.001 par value per share 11/27/2019 S 3,950,681 D $13.75 4,153,101 I See Footnotes(1)(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
First Reserve GP XII Ltd

(Last) (First) (Middle)
290 HARBOR DRIVE, FIFTH FLOOR

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
First Reserve GP XII, LP

(Last) (First) (Middle)
290 HARBOR DRIVE, FIFTH FLOOR

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FIRST RESERVE FUND XII LP

(Last) (First) (Middle)
290 HARBOR DRIVE, FIFTH FLOOR

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FR XII A PARALLEL VEHICLE LP

(Last) (First) (Middle)
290 HARBOR DRIVE, FIFTH FLOOR

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MACAULAY WILLIAM E

(Last) (First) (Middle)
290 HARBOR DRIVE, FIFTH FLOOR

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
Explanation of Responses:
1. 4,079,860 shares of common stock are held directly by First Reserve Fund XII, L.P. ("Fund XII") after the sale of 3,950,681 shares of common stock reported herein.
2. 73,241 shares of common stock are held directly by FR XII-A Parallel Vehicle, L.P. ("Parallel Vehicle") after the sale of 70,923 shares of common stock reported herein.
3. This form is filed jointly by First Reserve GP XII Limited ("GP XII Limited"), First Reserve GP XII, L.P. ("GP XII"), Fund XII, Parallel Vehicle and William E. Macaulay.
4. GP XII Limited is the general partner of GP XII, which in turn is the general partner of each of Fund XII and Parallel Vehicle. Mr. Macaulay is the chairman of the board of directors of GP XII Limited (the "Board") and has the right to appoint the majority of the directors of the Board.
5. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
FIRST RESERVE GP XII LIMITED, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary & Assistant Treasurer 11/27/2019
FIRST RESERVE GP XII, L.P., , by First Reserve GP XII Limited, its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary & Assistant Treasurer of the general partner 11/27/2019
FIRST RESERVE FUND XII L.P., by First Reserve GP XII, L.P., its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary & Assistant Treasurer of the general partner 11/27/2019
FR XII A PARALLEL VEHICLE, L.P., by First Reserve GP XII, L.P., its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary & Assistant Treasurer of the general partner 11/27/2019
WILLIAM E. MACAULAY, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Attorney-in-fact for William E. Macaulay 11/27/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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