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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2019

Commission File Number:  001-34153

Global Ship Lease, Inc.
(Translation of registrant's name into English)
 
c/o Portland House,
Stag Place,
London SW1E 5RS,
United Kingdom
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]       Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.




INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On March 25, 2019, Global Ship Lease, Inc. (the "Company") effected a one-for-eight reverse stock split (the "Reverse Stock Split").  Following the effectiveness of the Reverse Stock Split, the Company has 9,942,950 Class A common shares outstanding.
Attached to this Report on Form 6-K (the “Report”) as Exhibit 99.1 is a press release of the Company dated March 20, 2019, announcing the Reverse Stock Split.
Attached to this Report as Exhibit 3.3 is a copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, filed with the Registrar of Corporations of the Republic of the Marshall Islands on March 22, 2019, to effect the Reverse Stock Split.
Attached to this Report as Exhibit 4.1 is a copy of the new form of share certificate for the Company's post-Reverse Stock Split shares of common stock.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
GLOBAL SHIP LEASE, INC.
 
(registrant)
   
   
Dated: March 25, 2019
By:
/s/  Ian J. Webber
   
Ian J. Webber
   
Chief Executive Officer
     


Exhibit 3.3



ARTICLES OF AMENDMENT


OF


GLOBAL SHIP LEASE, INC.
Reg. No. 28891







REPUBLIC OF THE MARSHALL ISLANDS


REGISTRAR OF CORPORATIONS


DUPLICATE COPY


The original of this Document was filed in
accordance with Section 5 of the
Business Corporations Act on
NON RESIDENT
 
 
March 22, 2019
 
  
/s/ Sophia Brown
Sophia Brown
Deputy Registrar


ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
GLOBAL SHIP LEASE, INC.
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
The undersigned, Ian J. Webber, as the Chief Executive Officer of Global Ship Lease, Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the "Corporation"), for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certifies that:

 1.
The name of the Corporation is: Global Ship Lease, Inc.

2.
The Articles of Incorporation were filed with the Registrar of Corporations on the
14th day of March, 2008.

3.
The Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations of the 14th day of August, 2008.

4.
Article III, Section 3.1 of the Amended and Restated Articles of Incorporation is hereby amended to add the following:
"Effective with the commencement of business on March 25, 2019, the Corporation has effected a one-for-eight reverse stock split as to its issued common stock, pursuant to which the number of issued shares of common stock shall decrease from 79,543,921 to 9,942,990, as adjusted for the cancellation of fractional shares, and as may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the par value of the common stock. The stated capital of the Corporation is hereby reduced from $795,439.21 to $99,429.90, as adjusted for the cancellation of the fractional shares and as may be further adjusted for the cancellation of fractional shares, and the amount of $696,009.31 as adjusted for the cancellation of fractional shares, and as may be further adjusted for the cancellation of fractional shares, is allocated to surplus."

 5.
All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.

6.
This amendment to the Amended and Restated Articles of Incorporation was authorized by affirmative vote of the holders of a majority of all votes eligible to be cast by shareholders entitled to attend and vote at the special meeting of shareholders of the Corporation held on March 20, 2019, and the Corporation's Board of Directors on March 20, 2019.


IN WITNESS WHEREOF, I have executed this Amendment to the Amended and Restated Articles of Incorporation of the Corporation on this 22nd day of March, 2019.

 
/s/ Ian J. Webber
 
Name: Ian J. Webber
Title: Chief Executive Officer










[Signature Page to the Amendment to the Amended and Restated Articles of Incorporation]


Exhibit 4.1




Exhibit 99.1






Global Ship Lease, Inc. Announces Reverse Stock Split to be Effective March 25, 2019

LONDON, March 20, 2019 – Global Ship Lease, Inc. (the "Company" or "Global Ship Lease") announced today that its board of directors has determined to effect a one-for-eight reverse stock split of the Company's Class A common shares, par value $0.01 per share.  The Company's shareholders approved a reverse stock split at the Company's special meeting of shareholders held on March 20, 2019.

The reverse stock split will take effect, and the Company's Class A common shares will begin trading on a split-adjusted basis on the New York Stock Exchange ("NYSE"), as of the opening of trading on or about March 25, 2019.  The CUSIP number of Y27183 600 will be assigned to the Company's Class A common shares when the reverse stock split becomes effective.

When the reverse stock split becomes effective, every eight of the Company's issued Class A common shares will be combined into one issued Class A common share, without any change to the par value per share.  This will reduce the number of outstanding Class A common shares from approximately 79.5 million shares to approximately 9.9 million shares.

No fractional shares will be issued in connection with the reverse stock split.  Shareholders who would otherwise hold a fraction of a Class A common share of the Company will receive a cash payment in lieu thereof at a price equal to that fraction of a share to which the shareholder would otherwise be entitled, multiplied by the closing price of the Company's Class A common shares on the NYSE on March 22, 2019.

Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the consequence of the reverse stock split reflected in their accounts on or after March 25, 2019.  Such beneficial holders may contact their bank, broker, or nominee for more information.

On November 6, 2018, the Company received notice from the NYSE that it was no longer in compliance with the NYSE’s continued listing standards because the average closing share price of the Company’s Class A common shares over a consecutive 30 trading-day period had fallen below the requirement to be at least $1.00 per share. The purpose of the reverse stock split is to increase the market price of the Company’s Class A common shares. The Company believes that the reverse stock split will increase the market price for its Class A common shares and cure this deficiency.

Additional information about the reverse stock split can be found in the Company's proxy statement mailed to shareholders on or about February 21, 2019, a copy of which was furnished to the U.S. Securities and Exchange Commission (the "Commission") on March 1, 2019 on the Company's Report of Foreign Private Issuer on Form 6-K and is available on the Commission's website at www.sec.gov.


About Global Ship Lease

Global Ship Lease is a leading independent owner of containerships with a diversified fleet of mid-sized and smaller containerships. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under mainly long-term, fixed-rate charters to top tier container liner companies.  On November 15, 2018, it completed a strategic combination with Poseidon Containers.

Global Ship Lease owns 38 vessels ranging from 2,207 to 11,040 TEU, of which nine are fuel efficient new-design wide beam, with a total capacity of 200,615 TEU and an average age, weighted by TEU capacity, of 11.0 years determined as at December 31, 2018.

The average remaining term of the charters at December 31, 2018 was 2.5 years on a TEU-weighted basis.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements provide the Company's current expectations or forecasts of future events. Forward-looking statements include statements about the Company's expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "will" or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements are based on assumptions that may be incorrect, and the Company cannot assure you that the events or expectations included in these forward-looking statements will come to pass. Actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including the factors described in "Risk Factors" in the Company's Annual Report on Form 20-F and the factors and risks the Company describes in subsequent reports filed from time to time with the U.S. Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this press release or to reflect the occurrence of unanticipated events.