UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
Michael S. Gross
500 Park Avenue
New York, NY 10022
(212) 993-1675
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 1, 2019
(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 that 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 ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 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 (“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).
CUSIP No. Y27183105
| 1 | Names of Reporting Persons
Michael S. Gross | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
1,296,469 (1) | ||||
| 8 | Shared Voting Power
47,625 (1)(2) | |||||
| 9 | Sole Dispositive Power
1,344,094 (1) | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,094 (1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.7% (3) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Reflects the one-for-eight reverse stock split of Class A Common Shares that was effected on March 25, 2019. |
| (2) | See Item 4 disclosure regarding Subject Stock described in the Voting Agreement. |
| (3) | Based on 17,556,738 Class A Common Shares outstanding as of October 1, 2019, as disclosed in the Prospectus filed by Global Ship Lease, Inc. (the “Issuer”) with the Securities and Exchange Commission (the “SEC”) on September 30, 2019 (including Class A Common Shares outstanding following the underwriter’s full exercise of its option to purchase additional shares). |
CUSIP No. Y27183105
| 1 | Names of Reporting Persons
Marathon Founders, LLC | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
AF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7 | Sole Voting Power
777,214 (1) | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
777,214 (1) | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
777,214 (1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
4.4% (2) | |||||
| 14 | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Reflects the one-for-eight reverse stock split of Class A Common Shares that was effected on March 25, 2019. |
| (2) | Based on 17,556,738 Class A Common Shares outstanding as of October 1, 2019, as disclosed in the Prospectus filed by the Issuer with the SEC on September 30, 2019 (including Class A Common Shares outstanding following the underwriter’s full exercise of its option to purchase additional shares). |
Amendment No. 7 to Schedule 13D
This Amendment No. 7 (“Amendment No. 7”) to Schedule 13D is being filed by the undersigned to amend the Schedule 13D which was originally filed with the Securities and Exchange Commission (“SEC”) on August 25, 2008, as amended by Amendment No. 1 filed on August 28, 2008, Amendment No. 2 filed on November 20, 2009, Amendment No. 3 filed on December 1, 2009, Amendment No. 4 filed on November 2, 2018, Amendment No. 5 filed on November 21, 2018, and Amendment No. 6 filed on January 3, 2019. This Amendment No. 7 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
This Amendment No. 7 is being filed due to the change in the number of shares of Class A Common Stock that are outstanding as a result the Issuer’s underwritten public offering that closed on October 1, 2019.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 17,556,738 shares of Class A Common Stock outstanding as of October 1, 2019, as disclosed in the Prospectus filed by the Issuer with the SEC on September 30, 2019 (including shares of Class A Common Stock outstanding following the underwriter’s full exercise of its option to purchase additional shares).
Michael S. Gross directly holds 566,880 shares of Class A Common Stock. Marathon Founders directly holds 777,214 shares of Class A Common Stock. As the Managing Member of Marathon Founders, Mr. Gross may be deemed to exercise voting and investment power over all securities of the Issuer held by Marathon Founders and thus may be deemed to beneficially own such securities.
If the Voting Agreement Parties are deemed to have formed a Section 13(d) group, such group would beneficially own 4,395,681 shares of Class A Common Stock in the aggregate, although in no case does any of Kelso, CMA CGM or Mr. Gross have or share voting or investment power with respect to the entirety of that number of shares of Class A Common Stock. See the discussion of the Voting Agreement and Subject Stock in Item 4.
| (c) | The Reporting Persons have not effected any transactions in shares of Class A Common Stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: October 3, 2019
| By: | /s/ Michael S. Gross | |
| Name: | Michael S. Gross | |
| MARATHON FOUNDERS, LLC | ||
| By: | /s/ Michael S. Gross | |
| Name: | Michael S. Gross | |
| Title: | Managing Member | |