UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 1)*
THE SECURITIES EXCHANGE ACT OF 1934
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Global Ship Lease, Inc.
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(Name of Issuer)
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Class A Common Shares, par value $0.01 per share
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(Title of Class of Securities)
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Y27183 600
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(CUSIP Number)
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c/o Technomar Shipping Inc.
3-5 Menandrou Str.
Kifisia 14561
Athens, Greece
Attention: Georgios Giouroukos
Telephone: +30 210 6233670
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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October 1, 2019
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(Date of Event Which Requires Filing of this Statement)
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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 240.13d-7(b) 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).
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CUSIP No.
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Y27183 600
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1.
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NAME OF REPORTING PERSONS
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Management Investor Co.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0%
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y27183 600
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1.
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NAME OF REPORTING PERSONS
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Shipping Participations Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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1,473,336
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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1,473,336
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,473,336
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.4% (1)
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14.
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TYPE OF REPORTING PERSON
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CO
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Based on 17,556,738 Class A Common Shares outstanding as of the date hereof, based on information received from the Issuer.
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CUSIP No.
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Y27183 600
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1.
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NAME OF REPORTING PERSONS
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Shipping Investments Treasurer Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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1,473,336
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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1,473,336
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,473,336
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.4% (1)
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14.
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TYPE OF REPORTING PERSON
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CO
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| (1) |
Based on 17,556,738 Class A Common Shares outstanding as of the date hereof, based on information received from the Issuer.
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CUSIP No.
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Y27183 600
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1.
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NAME OF REPORTING PERSONS
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Georgios Giouroukos
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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1,473,336
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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1,473,336
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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1,473,336
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.4% (1)
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14.
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TYPE OF REPORTING PERSON
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IN
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| (1) |
Based on 17,556,738 Class A Common Shares outstanding as of the date hereof, based on information received from the Issuer.
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CUSIP No.
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Y27183 600
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Item 1.
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Security and Issuer.
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This Amendment No. 1 to the Schedule 13D that was filed on April 26, 2019 relates to the Class A common shares, par value $0.01 per share (“Class A Common Shares”), of Global
Ship Lease, Inc., a Marshall Islands corporation (the “Issuer”), having its principal executive offices at c/o Global Ship Lease Services
Limited, 25 Wilton Road, London SW1V 1LW, United Kingdom.
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Item 2.
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Identity and Background.
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Item 2 of the Schedule 13D that was filed on April 26, 2019 is hereby amended and restated in its entirety as follows:
This Schedule 13D is being filed on behalf the following:
Management Investor Co., a Marshall Islands corporation (“Management Investor”);
Management Investor Holding Inc., a Marshall Islands corporation (“Management Investor Holding”), and the sole shareholder of Management Investor;
Shipping Participations Inc., a Marshall Islands corporation (“Shipping Participations”), a majority shareholder of Management Investor Holding;
Shipping Investments Treasurer Inc., a Marshall Islands corporation (“Shipping Investments Treasurer”), and the sole shareholder of Shipping Participations; and
Georgios Giouroukos, a citizen of Greece and the sole shareholder of Shipping Investments Treasurer (“Mr. Giouroukos”, and together with Management Investor, Management Investor Holding, Shipping Participations, and Shipping Investments
Treasurer, the “Reporting Persons”).
As of the date of this filing, Management Investor and Management Investor Holding do not beneficially own any Class A Common Shares.
As of the date of this filing, Shipping Participations, Shipping Investments Treasurer and Mr. Giouroukos may be deemed the beneficial owners of
approximately 8.4% of the Issuer’s outstanding Class A Common Shares.
The principal business of each of Management Investor, Management Investor Holding, Shipping Participations and Shipping Investments Treasurer is
acting as a holding company for investments in the shipping industry. Mr. Giouroukos is the Executive Chairman of the Issuer, the Founder, Managing Director, and majority beneficial owner of Technomar Shipping Inc., and the sole beneficial
owner of ConChart Commercial Inc.
The principal business address and principal office address of each of the Reporting Persons is c/o Technomar Shipping Inc., 3-5 Menandrou Str.,
Kifisia 14561, Athens, Greece.
The identity, present principal occupation/employment, citizenship and business address of the sole director of each of the Reporting Persons
(the “Principal”), other than Mr. Giouroukos, are set forth below. None of such Reporting Persons has any executive officers.
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Name
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Business Address
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Principal Occupation
and Employment
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Citizenship
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Dimitrios Tsiaklagkanos (Director)
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13 Defteras Merarchias Street
Alassia Building
18535 Piraeus Greece
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Lawyer
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Greek
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The Reporting Persons, and to the best of their knowledge, the Principal, have not, during the last five years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
The Reporting Persons, and to the best of their knowledge, the Principal, have not, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D that was filed on April 26, 2019 is hereby amended to include the following:
Shipping Participations acquired an additional 137,932 Class A Common Shares directly from the Issuer in an underwritten public offering pursuant
to the Issuer’s registration statement on Form F-1 (File Nos. 333-233198 and 333-233963) that closed on October 1, 2019 (the “Offering”).
Shipping Participations acquired these shares at the public offering price of $7.25 per share using funds from working capital. Following the Offering, the Issuer had 17,556,738 Class A Common Shares outstanding.
On February 20, 2020, Management Investor (through Management Investor Holding) distributed to its beneficial shareholders an aggregate of
1,969,188 Class A Common Shares, through a special stock dividend, pro rata in accordance with the percentage ownership of each such shareholder in Management Investor Holding (the “MI Special Dividend”), resulting in Shipping Participations directly acquiring an additional 1,335,404 Class A Common Shares.
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Item 4.
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Purpose of Transaction.
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There are no material changes from the Schedule 13D that was filed on April 26, 2019.
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Item 5.
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Interest in Securities of the Issuer.
Item 5 of the Schedule 13D that was filed on April 26, 2019 is hereby amended and restated in its entirety as follows:
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(a, b)
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As of the date of this filing:
Following the MI Special Dividend, Management Investor and Management Investor Holding do not beneficially own any Class A
Common Shares.
Shipping Participations, Shipping Investments Treasurer, and Mr. Giouroukos may be deemed to be the beneficial owners of
1,473,336 Class A Common Shares, representing approximately 8.4% of the Issuer’s outstanding Class A Common Shares. Shipping Participations, Shipping Investments Treasurer, and Mr. Giouroukos have the shared power to vote and dispose of these
Class A Common Shares.
To the best of the Reporting Persons’ knowledge, the Principal does not beneficially own any Class A Common Shares.
Except as set forth in this Item 5, none of the Reporting Persons beneficially owns any Class A Common Shares.
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(c)
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Except as set forth in Item 3, no transactions in the Class A Common Shares were effected by the Reporting Persons during the past 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any
of the Class A Common Shares beneficially owned by the Reporting Persons.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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There are no material changes from the Schedule 13D that was filed on April 26, 2019.
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Item 7.
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Material to be Filed as Exhibits.
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There are no material changes from the Schedule 13D that was filed on April 26, 2019.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date: February 25, 2020
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MANAGEMENT INVESTOR CO.
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By:
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/s/ Dimitrios Tsiaklagkanos
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Name:
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Dimitrios Tsiaklagkanos
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Title:
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Director
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MANAGEMENT INVESTOR HOLDING INC.
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By:
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/s/ Dimitrios Tsiaklagkanos
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Name:
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Dimitrios Tsiaklagkanos
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Title:
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Director
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SHIPPING PARTICIPATIONS INC.
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By:
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/s/ Dimitrios Tsiaklagkanos
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Name:
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Dimitrios Tsiaklagkanos
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Title:
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Director
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SHIPPING INVESTMENTS TREASURER INC.
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By:
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/s/ Dimitrios Tsiaklagkanos
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Name:
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Dimitrios Tsiaklagkanos
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Title:
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Director
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GEORGIOS GIOUROUKOS
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/s/ Georgios Giouroukos
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).