UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

Global Ship Lease, Inc.
(Name of Issuer)

Class A Common Shares, par value $0.01 per share
(Title of Class of Securities)

Y27183 600
(CUSIP Number)

c/o Technomar Shipping Inc.
3-5 Menandrou Str.
Kifisia 14561
Athens, Greece
Attention: Georgios Giouroukos
Telephone: +30 210 6233670
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 1, 2021
(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 240.13d-7(b) for other parties to whom copies are to be sent.
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.
Y27183 600 
 

1.
NAME OF REPORTING PERSONS
 
     
 
Shipping Participations Inc.
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[_]
 
 
(b)
[X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
OO
 
 
 
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
The Republic of the Marshall Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED VOTING POWER
 
 
 
 
 
2,310,409
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
2,310,409
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
2,310,409
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
 
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
6.4% (1)
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO

 
(1)
Based on 36,216,803 Class A Common Shares outstanding as of the date hereof, based on information received from the Issuer.

CUSIP No.
Y27183 600 
 

1.
NAME OF REPORTING PERSONS
 
     
 
Shipping Investments Treasurer Inc.
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[_]
 
 
(b)
[X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
OO
 
 
 
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
The Republic of the Marshall Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED VOTING POWER
 
 
 
 
 
2,310,409
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
2,310,409
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
2,310,409
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
 
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
6.4% (1)
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

(1)
Based on 36,216,803 Class A Common Shares outstanding as of the date hereof, based on information received from the Issuer.

CUSIP No.
Y27183 600 
 

1.
NAME OF REPORTING PERSONS
 
     
 
Georgios Giouroukos
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[_]
 
 
(b)
[X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
OO
 
 
 
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Greece
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED VOTING POWER
 
 
 
 
 
2,310,409
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
2,310,409
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
2,310,409
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
 
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
6.4% (1)
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
IN
 

(1)
Based on 36,216,803 Class A Common Shares outstanding as of the date hereof, based on information received from the Issuer.

CUSIP No.
Y27183 600 
 

Item 1.
Security and Issuer.
 
 
 
 
 
This Schedule 13D relates to the Class A common shares, par value $0.01 per share (the “Class A Common Shares”), of Global Ship Lease, Inc., a Marshall Islands corporation (the “Issuer”), having its principal executive offices at c/o Portland House, Stag Place, London SWIE 5RS, United Kingdom. 

Item 2.
Identity and Background.
 
 
 
This Schedule 13D is being filed on behalf the following:
 
Shipping Participations Inc., a Marshall Islands corporation (“Shipping Participations”);
 
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 Shipping Participations and Shipping Investments Treasurer, the “Reporting Persons”).
 
As of the date of this filing, Shipping Participations, Shipping Investments Treasurer and Mr. Giouroukos may be deemed the beneficial owners of approximately 5.9% of the Issuer’s outstanding Class A Common Shares.
 
The principal business of each of 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.

 
Name
Business Address
Principal Occupation
and Employment
Citizenship
 
Dimitrios Tsiaklagkanos (Director)
13 Defteras Merarchias Street
Alassia Building
18535 Piraeus Greece
Lawyer
Greek



 
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.
 

Item 3.
Source and Amount of Funds or Other Consideration.
 
 
 
The source of the funds used by the Reporting Persons to purchase the Class A Common Shares was working capital of Shipping Participations Inc.
 
 
Item 4.
Purpose of Transaction.
 
 
 
The Reporting Persons acquired the Common Stock for investment purposes. Mr. Giouroukos serves as an executive officer and director of the Issuer. Accordingly, the Reporting Persons may have influence on the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
 
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board of Directors, price levels of the Issuer’s securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include: (i) acquiring additional shares of Class A Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
 
Except as set forth herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
 

Item 5.
Interest in Securities of the Issuer.
 
 
(a, b)
As of the date of this filing:
 
Shipping Participations, Shipping Investments Treasurer, and Mr. Giouroukos may be deemed to be the beneficial owners of 2,310,409 Class A Common Shares, representing approximately 6.4% 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.
 
 
(c)
No transactions in the Class A Common Shares were effected by the Reporting Persons during the past 60 days.
 
 
(d)
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.
 
 
(e)
Not applicable.



Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
 
 
In connection with the sale of Class A Common Shares, Shipping Participations Inc. entered into a Lock-Up Agreement with B. Riley Securities, Inc. (the “Seller”), dated as of September 1, 2021, which is attached hereto as Exhibit 1 and is incorporated herein by reference.
 
 

Item 7.
Material to be Filed as Exhibits.
 
 
 
Exhibit 1. Form of Lock-up Agreement, dated September 1, 2021, between B. Riley Securities, Inc. and Shipping Participations Inc.
 



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.
Date:  September 10, 2021
 

 
SHIPPING PARTICIPATIONS INC.
 
 
 
 
 
By:
/s/ Dimitrios Tsiaklagkanos
 
 
Name:
Dimitrios Tsiaklagkanos
 
 
Title:
Director
 
 
 
 
 

 
SHIPPING INVESTMENTS TREASURER INC.
 
 
 
 
 
By:
/s/ Dimitrios Tsiaklagkanos
 
 
Name:
Dimitrios Tsiaklagkanos
 
 
Title:
Director
 
 
 
 
 

 
GEORGIOS GIOUROUKOS
 
 
 
 
 
/s/ Georgios Giouroukos
 
 
 
 

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).

Exhibit 1
LOCK-UP AGREEMENT
 
September 1, 2021

B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171

Ladies and Gentlemen:
On September 1, 2021, B. Riley Securities, Inc. (the “Seller”) entered into a sale transaction with the undersigned with respect to shares (the “Shares”) of Class A common stock (the “Common Stock”) of Global Ship Lease, Inc. (the “Company”).
To induce the Seller to sell the Shares to the undersigned, the undersigned hereby agrees that, without the prior written consent of the Seller, it will not, and will not publicly disclose an intention to, during the period commencing on the date hereof and ending on the earlier of (i) sixty (60) days after the date hereof and (ii) the date on which the average closing price for the Common Stock as quoted on The New York Stock Exchange for the three (3) immediate preceding trading days equals or exceeds 120% of the closing price for the date hereof (the “Restricted Period”) (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the date hereof, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts or by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, or as a bona fide gift or gifts to a charity or educational institution, (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners, members or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c),  each donee or distributee shall sign and deliver a lock‑up agreement substantially in the form of this agreement and (d) in connection with the acquisition or exercise of any stock options or units pursuant to any stock incentive plan of the Company and other equity compensation arrangements, (e) in connection with the sale or surrender to the Company of any stock options or Common Stock underlying stock options or any units in order to pay the exercise price or taxes associated with the exercise of such stock options or vesting of such units, or (f) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period.  In addition, the undersigned agrees that, without the prior written consent of the Seller, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.  For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption not more remote than the first cousin and shall include a former spouse.

The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
This agreement shall be governed by and construed in accordance with the laws of the State of New York.

 
Very truly yours,


Shipping Participations Inc.

 
 
Name: Dimitrios Tsiaklagkanos
 
 




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