SEC Form SC 13D/A filed by Frontline Ltd. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. 3)*

* Greenwich Holdings Limited is the sole shareholder of Hemen Holding Limited. As such, it may be deemed to beneficially own the Ordinary Shares (defined below) that Hemen Holding Limited owns.

* C.K. Limited is the trustee of two trusts (the “Trusts”) settled by Mr. John Fredriksen. The Trusts indirectly hold all of the shares of Hemen Holding Limited and Greenwich Holdings Limited, the sole shareholder of Hemen Holding Limited. Accordingly, C.K. Limited, as trustee, may be deemed to beneficially own the 79,321,042 Ordinary Shares of the Company that are owned by Hemen Holding Limited and beneficially owned by Greenwich Holdings Limited.  The beneficiaries of the Trusts are members of Mr. Fredriksen’s family.  Mr. Fredriksen is neither a beneficiary nor a trustee of either Trust.  Therefore, Mr. Fredriksen has no economic interest in such 79,321,042 Ordinary Shares and Mr. Fredriksen disclaims any control over such 79,321,042 Ordinary Shares, save for any indirect influence he may have with C.K. Limited, as the trustee of the Trusts, in his capacity as the settlor of the Trusts.

This Amendment No. 3 to Schedule 13D (the “Amendment No. 3”) amends and supplements the Amendment No. 2 to Schedule 13D (the “Amendment No. 2”) filed with the Commission on June 19, 2019 and the Schedule 13D filed with the Commission on December 19, 2016 (collectively, as amended, the “Schedule 13D”) filed by (i) Hemen Holding Limited, a Cyprus holding company (“Hemen Holding”), (ii) Greenwich Holdings Limited, a Cyprus holding company (“Greenwich”), and (iii) C.K. Limited, a Jersey company (“C.K. Limited”) (collectively, the “Reporting Persons”), relating to the ordinary shares, par value $1.00 per share (the “Ordinary Shares”) of Frontline Ltd., a Bermuda exempted company (the “Issuer”). Capitalized terms used in this Amendment No. 3 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically amended by this Amendment No. 3, the Schedule 13D is unchanged.

This Amendment No. 3 amends and restates Item 2 of the Schedule 13D in its entirety as follows:

The name, citizenship, present principal occupation or employment and the business address of Hemen Holding’s directors is set forth below. Hemen Holding does not have any executive officers.

The name, citizenship, present principal occupation or employment and the business address of Greenwich’s directors is set forth below. Greenwich does not have any executive officers.

The name, citizenship, present principal occupation or employment and principal business address of C.K. Limited’s directors is set forth below. C.K. Limited does not have any executive officers.

This Amendment No. 3 amends the Schedule 13D to add the following paragraph to Item 3 of the Schedule 13D:

On September 23, 2021, Hemen Holding bought 120,000 Ordinary Shares at a price of NOK 71.988 per share and on October 15, 2021, Hemen Holding bought 55,339 Ordinary Shares at a price of NOK 76.399 per share.

There are no material changes from Amendment No. 2 previously filed with the Commission by the Reporting Persons on June 6, 2019.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) - (b) The aggregate number and percentage of shares of the Issuer beneficially owned by the Reporting Persons (based upon the 203,530,979* Ordinary Shares issued and outstanding) are as follows:

* According to the Issuer’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 17, 2022, there were 203,530,979 Ordinary Shares issued and outstanding.

Except as described above, no Ordinary Shares are beneficially owned by the persons named in Item 2.

(c) The information set forth in Item 3 of this Amendment No. 3 is incorporated herein by reference.

(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 Ordinary Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

On March 7, 2022, Hemen Holding entered into a cash-settled total return swap agreement (the “Total Return Swap”) with economic exposure to 3,000,000 notional Ordinary Shares at a price of NOK 89.7998 per share. The expiration date of the Total Return Swap is June 9, 2022. The Total Return Swap provides Hemen Holding with economic results that are comparable to ownership but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Ordinary Shares that are the subject of the Total Return Swap.

The Reporting Persons may, from time to time, in the ordinary course of business, be party to, enter into or unwind certain cash settled equity derivatives or similar contractual arrangements which provide indirect economic exposure to, but do not give the Reporting Persons direct or indirect voting, investment or dispositive power over, securities of the Issuer and which may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the securities of the Issuer, the relative value of securities of the Issuer in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the securities of the Issuer may be included, or a combination of any of the foregoing. Accordingly, the Reporting Persons disclaim any beneficial ownership in the securities that may be referenced in such contracts.

This Amendment No. 3 amends and restates Item 7 of the Schedule 13D in its entirety as follows:

SIGNATURES

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.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A