Valaris Limited
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(Name of Issuer)
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Common Shares, $0.01 par value
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(Title of Class of Securities)
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G9460G101
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(CUSIP Number)
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Famatown Finance Limited
c/o Seatankers Management Co. Ltd
Deana Beach Apartments, Block 1, 4th Floor,
33 Promachon Eleftherias Street
Ayios Athanasios
4103 Limassol
Cyprus
Attn: Christakis Theodoulou
+ (357) 25-858-300
with a copy to:
Keith J. Billotti, Esq.
Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 +1 (212) 574-1200 |
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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September 24, 2024
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(Date of Event Which Requires Filing of this Statement)
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1.
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NAME OF REPORTING PERSONS
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Famatown Finance Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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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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WC
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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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Cyprus
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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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5,962,122
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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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5,962,122
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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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5,962,122
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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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8.20 %
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
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Greenwich Holdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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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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Cyprus
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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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5,962,122
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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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5,962,122
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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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5,962,122
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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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8.20%
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14.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAME OF REPORTING PERSONS
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C.K. Limited*
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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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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Jersey
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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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5,962,122
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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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5,962,122
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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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5,962,122
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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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8.20%
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14.
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TYPE OF REPORTING PERSON
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CO
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Item 1.
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Security and Issuer.
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This Amendment No. 4 is related to the Common Shares of the Issuer. The principal executive office of the Issuer is Clarendon House, 2 Church Street,
Hamilton, Bermuda.
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Item 2.
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Identity and Background.
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This Schedule 13D is being filed on behalf of the following:
(i) Famatown;
(ii) Greenwich Holdings; and
(iii) C.K. Limited.
Famatown, Greenwich Holdings and C.K. Limited are collectively referred to as the “Reporting Persons.” Greenwich Holdings is the sole shareholder of
Famatown. The shares of Famatown and Greenwich Holdings are indirectly held in the Trusts. C.K. Limited is the trustee of the Trusts.
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(a., b., c.
and f.) |
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(i) The address of Famatown’s principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios
Athanasios, 4103 Limassol, Cyprus. The principal business of Famatown is acting as an investment holding company. The name, citizenship, present principal occupation of Famatown’s directors and the name, principal business and address of any
corporation or other organization in which such employment is conducted is set forth below. Famatown does not have any executive officers.
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Christakis Theodoulou
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Director
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Mr. Theodoulou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103
Limassol, Cyprus. Mr. Theodoulou is a citizen of Cyprus.
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Costas Saveriades
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Director
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Mr. Saveriades’ principal business address is Iris House, 7th Floor, 740B, 8 John Kneedy Street, 3106 Limassol, Cyprus. Mr. Saveriades is a citizen of
Cyprus.
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Christophis Koufaris
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Director
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Mr. Koufaris’ principal business address is Iris House, 8th Floor, 840A, 8 John Kennedy Street, 3106 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.
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(ii) The address of Greenwich Holdings’ principal place of business is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios
Athanasios, 4103 Limassol, Cyprus. The principal business of Greenwich Holdings is acting as an investment holding company. The name, citizenship, present principal occupation of Greenwich Holdings’ directors and the name, principal business
and address of any corporation or other organization in which such employment is conducted is set forth below. Greenwich Holdings does not have any executive officers.
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Christakis Theodoulou
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Director
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Mr. Theodoulou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103
Limassol, Cyprus. Mr. Theodoulou is a citizen of Cyprus.
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Kyriacos Kazamias
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Director
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Mr. Kazamias principal business address is Georgiou Drosini 6, Potamos Germasogeias, 4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
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Christophis Koufaris
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Director
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Mr. Koufaris’ principal business address is Iris House, 8th Floor, 840A, 8 John Kennedy Street, 3106 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.
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(iii) The address of C.K. Limited’s principal place of business is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE4 2QP. The principal
business of C.K. Limited is acting as trustee of the Trusts that indirectly hold all of the shares of Famatown and Greenwich Holdings. The name, citizenship, present principal occupation of C.K. Limited’s directors and the name, principal
business and address of any corporation or other organization in which such employment is conducted is set forth below. C.K Limited does not have any executive officers.
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Christakis Theodoulou
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Director
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Mr. Theodoulou’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103
Limassol, Cyprus. Mr. Theodoulou is a citizen of Cyprus.
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Elena Georgiou Varnava
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Alternate Director to Christakis Theodoulou
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Ms. Georgiou Varnava’s principal business address is Deana Beach Apartments, Block 1, 4th Floor, 33 Promachon Eleftherias Street, Ayios Athanasios, 4103
Limassol, Cyprus. Ms. Georgiou Varnava is a citizen of Cyprus.
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JTC Directors Limited
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Corporate Director
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JTC Directors Limited’s business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA. JTC Directors Limited is organized in
Jersey.
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Castle Directors Limited
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Corporate Director
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Castle Directors Limited’s principal business address is JTC House, 28 Esplanade, St. Helier, Jersey, Channel Islands JE2 3QA. Castle Directors Limited is
organized in Jersey.
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(d. and e.)
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To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2, has, during the past five years, been convicted
of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor 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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There are no material changes to the Schedule 13D.
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Item 4.
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Purpose of Transaction.
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There are no material changes to the Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer.
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(a, b)
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According to the Issuer’s quarterly report on Form 10-Q, which was filed with the Commission on August 1, 2024, there were 72,750,708 Common Shares issued
and outstanding as of July 25, 2024. The Reporting Persons report beneficial ownership of the following Common Shares:
Famatown may be deemed to be the owner of 5,962,122 Common Shares, constituting 8.20% of the Common Shares outstanding. Famatown has the sole power to vote
or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 5,962,122 Common Shares. Famatown has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or to
direct the disposition of 5,962,122 Common Shares.
Greenwich Holdings, through Famatown, may be deemed to be the beneficial owner of 5,962,122 Common Shares, constituting 8.20% of the Common Shares
outstanding. Greenwich Holdings has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 5,962,122 Common Shares. Greenwich Holdings has the sole power to dispose or direct the
disposition of 0 Common Shares and the shared power to dispose or to direct the disposition of 5,962,122 Common Shares.
C.K. Limited, through Greenwich Holdings, may be deemed to be the beneficial owner of 5,962,122 Common Shares, constituting 8.20% of Common Shares
outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or to direct the vote of 5,962,122 Common Shares. C.K. Limited has the sole power to dispose or direct the disposition of
0 Common Shares and the shared power to dispose or to direct the disposition of 5,962,122 Common Shares.
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(c)
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To the best of the Reporting Persons’ knowledge, all transactions in the Common Shares effected in the open market by the Reporting Persons since the most
recent filing of the Schedule 13D are set forth in Schedule I to this Amendment No. 4.
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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
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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The Reporting Person’s response to Item 4 is incorporated by reference into this Item 6. To the knowledge of the Reporting Persons, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A – Joint Filing Agreement
Exhibit B – Support Agreement, dated as of December 9, 2021, among the Issuer, Famatown and the other parties thereto (incorporated by reference to
Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on December 9, 2021)
Exhibit C – Amendment to Support Agreement, dated as of January 25, 2023, among the Issuer, Famatown and the other parties thereto (incorporated by
reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on January 27, 2023)
Exhibit D – Famatown Press Release, dated December 9, 2021 (incorporated by reference to Exhibit C of the original Schedule 13D filed by the
Reporting Persons with the Commission on December 23, 2021)
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Date: September 26, 2024
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FAMATOWN FINANCE LIMITED
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By:
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/s/ Christakis Theodoulou
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Name:
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Christakis Theodoulou
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Title:
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Director
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GREENWICH HOLDINGS LIMITED
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By:
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/s/ Christakis Theodoulou
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Name:
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Christakis Theodoulou
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Title:
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Director
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C.K. LIMITED
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By:
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/s/ Christakis Theodoulou
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Name:
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Christakis Theodoulou
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Title:
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Director
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Date: September 26, 2024
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FAMATOWN FINANCE LIMITED
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By:
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/s/ Christakis Theodoulou
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Name:
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Christakis Theodoulou
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Title:
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Director
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GREENWICH HOLDINGS LIMITED
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By:
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/s/ Christakis Theodoulou
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Name:
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Christakis Theodoulou
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Title:
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Director
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C.K. LIMITED
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By:
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/s/ Christakis Theodoulou
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Name:
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Christakis Theodoulou
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Title:
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Director
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Date
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Amount of Common Shares Bought/(Sold)
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Approx. Price per Common Shares
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8/30/2024
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150,000
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60.925
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9/3/2024
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50,000
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57.963
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9/4/2024
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50,000
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57.679
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9/5/2024
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50,000
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56.960
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9/9/2024
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50,000
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56.749
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9/10/2024
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50,000
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54.705
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9/11/2024
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50,000
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54.266
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9/12/2024
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4,250
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53.999
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9/16/2024
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33,569
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54.904
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9/17/2024
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13,503
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55.426
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9/20/2024
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50,000
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55.500
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9/23/2024
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20,647
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54.868
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