SEC FORM 4 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*
INTEGRATED CORE STRATEGIES (US) LLC

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT LLC
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Global Ship Lease, Inc. [ GSL ]
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)
10/24/2008
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
Class A Common Shares 10/24/2008 P 10 A $3.58 1,941,018(1) D(1)(7)(8)(9)(10)
Class A Common Shares 10/31/2008 S 19,434 D $3.0533 49,266(2) D
Class A Common Shares 10/31/2008 S 39,800 D $2.97 9,466(2) D
Class A Common Shares 11/03/2008 S 9,466 D $3.0099 0(2) D(2)(4)(5)(6)(7)(8)(9)
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
Warrant $6(3) 09/22/2008(3) 08/24/2010(3) Class A Common Shares 4,302,768(1)(3) 4,302,768(1)(3)(10) D(1)(7)(8)(9)(10)
1. Name and Address of Reporting Person*
INTEGRATED CORE STRATEGIES (US) LLC

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT LLC
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COGNIZANT HOLDINGS, LTD.

(Last) (First) (Middle)
MILLENNIUM INTERNATIONAL MANAGEMENT LP
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MILLENNIUM INTERNATIONAL MANAGEMENT LP

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MILLENNIUM MANAGEMENT LLC

(Last) (First) (Middle)
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ENGLANDER ISRAEL A

(Last) (First) (Middle)
C/O MILLENNIUM MANAGEMENT LLC
666 FIFTH AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10103-0899

(City) (State) (Zip)
Explanation of Responses:
1. As of October 24, 2008, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), was the beneficial owner of 6,243,786 Class A common shares, par value $0.01 per share ("Class A Common Shares") of Global Ship Lease, Inc. (the "Issuer") consisting of 1,941,018 Class A Common Shares and warrants ("Warrants") to purchase 4,302,768 Class A Common Shares.
2. Following the sale of 59,234 Class A Common Shares on October 31, 2008 and 9,466 Class A Common Shares on November 1, 2008, Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Cognizant Holdings"), ceased to be the beneficial owner of any of the Issuer's Class A Common Shares.
3. Each Warrant entitles the holder to purchase one of the Issuer's Class A Common Shares at an exercise price of $6.00 per share. The Warrants became exercisable on September 22, 2008, the date that the Issuer's registration statement was declared effective by the Securities and Exchange Commission. The Warrants will expire on August 24, 2010, unless earlier redeemed by the Issuer.
4. Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings.
5. Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings.
6. The foregoing should not be construed in and of itself as an admission by Millennium International Management or Millennium International Management GP as to beneficial ownership of the securities owned by Cognizant Holdings.
7. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies, and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% shareholder of Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings.
8. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management and of Millennium International Management GP. Consequently, Mr. Englander may be deemed to be the beneficial owner of any securities owned by Integrated Core Strategies and/or Cognizant Holdings, as the case may be.
9. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies and/or Cognizant Holdings, as the case may be.
10. As previously reported, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies") acquired the above-described Class A Common Shares and Warrants on October 24, 2008, via an intercompany transfer between Millenco LLC and Integrated Core Strategies, each of which is wholly-owned by the same entity.
Remarks:
Integrated Core Strategies (US) LLC, By: Integrated Holding Group LP, its managing member, By: Millennium Management LLC, its general partner, By: David Nolan, Co-President
David Nolan, Co-President 02/13/2009
** 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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  EXHIBIT 99 - JOINT FILER INFORMATION



  Name:                       Cognizant Holdings, Ltd.
  Address:                    c/o Millennium International Management LP
                              666 Fifth Avenue, 8th Floor
                              New York, NY 10103

  Designated Filer:           Integrated Core Strategies (US) LLC

  Issuer & Ticker Symbol:     Global Ship Lease, Inc. (GSL)

  Date of Event Requiring
  Statement:                  10/24/08

  Signature:                  COGNIZANT HOLDINGS, LTD.
                              BY:  Millennium International Management LP,
                                   as investment manager

                              By: /s/ David Nolan
                                 ------------------------------------
                              Name:  David Nolan
                              Title: Co-President



  Name:                       Millennium International Management LP
  Address:                    666 Fifth Avenue, 8th Floor
                              New York, NY 10103

  Designated Filer:           Integrated Core Strategies (US) LLC

  Issuer & Ticker Symbol:     Global Ship Lease, Inc. (GSL)

  Date of Event Requiring
  Statement:                  10/24/08

  Signature:                  MILLENNIUM INTERNATIONAL MANAGEMENT LP

                              By: /s/ David Nolan
                                 ------------------------------------
                              Name:  David Nolan
                              Title: Co-President



  Name:                       Millennium International Management GP LLC
  Address:                    666 Fifth Avenue, 8th Floor
                              New York, NY 10103

  Designated Filer:           Integrated Core Strategies (US) LLC

  Issuer & Ticker Symbol:     Global Ship Lease, Inc. (GSL)

  Date of Event Requiring
  Statement:                  10/24/08

  Signature:                  MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

                              By: /s/ David Nolan
                                 ------------------------------------
                              Name:  David Nolan
                              Title: Executive Vice President



  Name:                       Millennium Management LLC
  Address:
                    666 Fifth Avenue, 8th Floor
                              New York, NY 10103

  Designated Filer:           Integrated Core Strategies (US) LLC

  Issuer & Ticker Symbol:     Global Ship Lease, Inc. (GSL)

  Date of Event Requiring
  Statement:                  10/24/08

  Signature:                  MILLENNIUM MANAGEMENT LLC

                              By: /s/ David Nolan
                                 ------------------------------------
                              Name:  David Nolan
                              Title: Co-President



  Name:                       Israel A. Englander
  Address:                    c/o Millennium Management LLC
                              666 Fifth Avenue, 8th Floor
                              New York, NY 10103

  Designated Filer:           Integrated Core Strategies (US) LLC

  Issuer & Ticker Symbol:     Global Ship Lease, Inc. (GSL)

  Date of Event Requiring
  Statement:                  10/24/08

  Signature:                  /s/ Israel A. Englander by David Nolan
                              pursuant to a Power of Attorney
                              filed with the SEC on June 6, 2005
                              --------------------------------------------
                              Israel A. Englander