UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

Global Ship Lease, Inc.

(Name of Issuer)

 

Class A Common Shares, par value $0.01 per share

(Title of Class of Securities)

 

Y27183105

(CUSIP Number)

 

October 29, 2009

(Date of Event which Requires Filing

of this Statement)

 

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

 

[   ]     Rule 13d-1(b)
[X]     Rule 13d-1(c)
 [   ]     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 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 (however, see the Notes).

 

Continued on following pages

Page 1 of 20 Pages

Exhibit Index: Page 15

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

NEVIS

 

 

 

6,847,753

 

Shares (See Instructions)

 

 

 

13.66%

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

NEVIS

 

 

 

6,847,753

 

Shares (See Instructions)

 

 

 

13.66%

 

 

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

DELAWARE

 

 

 

6,847,753

 

Shares (See Instructions)

 

 

 

13.66%

 

 

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

DELAWARE

 

 

 

6,847,753

 

Shares (See Instructions)

 

 

 

13.66%

 

 

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

UNITED STATES

 

 

 

6,847,753

 

Shares (See Instructions)

 

 

 

13.66%

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

UNITED STATES

 

 

 

6,847,753

 

Shares (See Instructions)

 

 

 

13.66%

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

 

 

 

 

 

UNITED STATES

 

 

 

6,847,753

 

Shares (See Instructions)

 

 

 

13.66%

 

 

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

The address of the principal business office of each of the Reporting Persons is c/o Soros Fund Management LLC, 888 Seventh Avenue, 33^rd Floor, New York, New York 10106.

Class A Common Shares, par value $0.01 per share (the “Shares”).

 

Y27183105

This Item 3 is not applicable.

As of November 2, 2009, each of the Reporting Persons may be deemed the beneficial owner of 6,847,753 Shares. This number consists of (A) 3,097,753 Shares and (B) 3,750,000 Shares issuable upon the exercise of warrants held for the account of SSO.

As of November 2, 2009, each of the Reporting Persons may be deemed the beneficial owner of approximately 13.66% of the total number of Shares outstanding assuming the exercise and conversion of all warrants held for the account of SSO.

 

 

 

 

 

 

 

 

 

 

This Item 5 is not applicable.

The partners of SSO, including Quantum Partners LDC, a Cayman Islands limited duration company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of SSO in accordance with their partnership interest in SSO. 

This Item 7 is not applicable.

 

This Item 9 is not applicable.

By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above 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 such purpose or effect.

 

SIGNATURES

 

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

 

 

 

 

 

EXHIBIT INDEX

 

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Shares, par value $0.01 per share, of Global Ship Lease, Inc., dated as of November 2, 2009, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 

 

 

 

 

EXHIBIT B

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER, ROBERT SOROS and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

Execution of this power of attorney revokes that certain Power of Attorney dated as of the 16th day of June 2005 with respect to the same matters addressed above.

This power of attorney shall be valid from the date hereof until revoked by me.

IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of June 2009.

 

GEORGE SOROS

 

Daniel Eule

Attorney-in-Fact for George Soros

 

 

 

EXHIBIT C

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

 

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

 

This power of attorney shall be valid from the date hereof until revoked by me.

 

IN WITNESS WHEREOF, I have executed this instrument as of the 3^rd day of October 2007.

 

ROBERT SOROS

 

 

 

EXHIBIT D

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENT, that I, JONATHAN SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President and Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

 

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

 

This power of attorney shall be valid from the date hereof until revoked by me.

 

IN WITNESS WHEREOF, I have executed this instrument as of the 3^rd day of October 2007.

 

JONATHAN SOROS