Filing Details

Accession Number:
0000919574-19-007763
Form Type:
13D Filing
Publication Date:
2019-12-20 17:01:36
Filed By:
Scorpio Offshore Investments Inc.
Company:
Nordic American Offshore Ltd.
Filing Date:
2019-12-20
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Scorpio Offshore Investments Inc 0 3,567,931 0 3,567,931 3,567,931 13.9%
Scorpio Offshore Holding Inc 0 8,126,219 0 8,126,219 8,126,219 31.7%
Scorpio Services Holding Limited 0 11,925,079 0 11,925,079 11,925,079 46.5%
Scorpio Holdings Limited 0 11,925,079 0 11,925,079 11,925,079 46.5%
Culky Investments Inc 0 8,126,219 0 8,126,219 8,126,219 31.7%
Scorpio Services Holding Two Limited 0 11,694,150 0 11,694,150 11,694,150 45.6%
Emanuele Lauro 0 8,126,219 0 8,126,219 8,126,219 31.7%
Annalisa Lolli-Ghetti 0 15,493,010 0 15,493,010 15,493,010 60.4%
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Amendment No. 5)
THE SECURITIES EXCHANGE ACT OF 1934

Hermitage Offshore Services Ltd.
(Name of Issuer)

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

G4511M 108
(CUSIP Number)

Mr. Emanuele Lauro
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
 
with a copy to:
 
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
 
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

December 20, 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 ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [ ].
CUSIP No.
G4511M 108
 
 

1.
NAME OF REPORTING PERSONS
 
 
Scorpio Offshore Investments Inc.
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [_]
 
 
(b) [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
 
 
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
 
 
 
 
 
3,567,931
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
3,567,931
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
3,567,931
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
[_]
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
13.9%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
     
 
 
 
 
CO
 


CUSIP No.
G4511M 108
 
 

1.
NAME OF REPORTING PERSONS
 
 
Scorpio Offshore Holding Inc.
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [_]
 
 
(b) [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
 
 
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
 
 
 
 
 
8,126,219
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
8,126,219
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
8,126,219
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
31.7%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 


CUSIP No.
G4511M 108
 
 

1.
NAME OF REPORTING PERSONS
 
 
Scorpio Services Holding Limited
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [_]
 
 
(b) [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
 
 
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
 
 
 
 
 
11,925,079
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
11,925,079
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
11,925,079
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
[_]
 
 
 
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
46.5%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 


CUSIP No.
G4511M 108
 
 

1.
NAME OF REPORTING PERSONS
 
 
Scorpio Holdings Limited
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [_]
 
 
(b) [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
 
 
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
 
 
 
 
 
11,925,079
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
11,925,079
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
 
 
 
11,925,079
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
[_]
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
46.5%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

CUSIP No.
G4511M 108
 
 

1.
NAME OF REPORTING PERSONS
 
 
Culky Investments Inc.
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [_]
 
 
(b) [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
 
 
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
 
 
 
 
 
8,126,219
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
8,126,219
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
8,126,219
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
[_]
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
31.7%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

CUSIP No.
G4511M 108
 
 

1.
NAME OF REPORTING PERSONS
 
 
Scorpio Services Holding Two Limited
 
 
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
 
(a) [_]
 
 
(b) [X]
 
 
 
3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
 
 
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
 
 
 
 
 
11,694,150
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
11,694,150
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
11,694,150
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
[_]
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
45.6%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 


CUSIP No.
G4511M 108
 
 

1.
NAME OF REPORTING PERSONS
 
 
Emanuele Lauro
 
 
 
 
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
 
 
 
 
 
Italy
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED VOTING POWER
 
 
 
 
 
8,126,219
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
8,126,219
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
8,126,219
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
[_]
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
31.7%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
IN
 


CUSIP No.
G4511M 108
 
 

1.
NAME OF REPORTING PERSONS
 
 
Annalisa Lolli-Ghetti
 
 
 
 
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
 
 
 
 
 
Italy
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
 
 
 
 
 
0
 
 
 
 
8.
SHARED VOTING POWER
 
 
 
 
 
15,493,010
 
 
 
 
9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 
 
 
 
10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
15,493,010
 
 
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
15,493,010
 
 
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
[_]
 
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
60.4%
 
 
 
 
14.
TYPE OF REPORTING PERSON
 
 
 
 
 
IN
 

CUSIP No.
G4511M 108
 
 

Item 1.
Security and Issuer.
 
 
 
This Amendment No. 5 to the Schedule 13D that was originally filed on December 21, 2018 relates to the common stock, par value $0.01 per share (the “Common Shares”), of Hermitage Offshore Services Ltd. (formerly Nordic American Offshore Ltd.), a corporation formed under the laws of Bermuda (the “Issuer”), having its principal executive offices at LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda. As of December 20, 2019, the Issuer had 25,661,915 Common Shares outstanding.
 
 
 
Item 2.
Identity and Background.
 
 
Item 2 of the Schedule 13D/A that was filed on November 22, 2019 is hereby amended and restated in its entirety as follows:
 
 
This Schedule 13D is being filed on behalf of the following:

Scorpio Holdings Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“Scorpio Holdings”);

Scorpio Services Holding Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“SSH”), and a wholly-owned subsidiary of Scorpio Holdings;

Scorpio Services Holding Two Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“SSHT”);

Culky Investments Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“Culky”);

Scorpio Offshore Holding Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“SOHI”), and a joint subsidiary of SSH, SSHT and Culky;

Scorpio Offshore Investments Inc., a corporation formed under the laws of the Republic of the Marshall Islands (“SOI”), and a wholly-owned subsidiary of SSHT;

Emanuele Lauro (“Mr. Lauro”), the sole shareholder of Culky; and

Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings and SSHT (“Ms. Lolli-Ghetti”, and together with Scorpio Holdings, SSH, SSHT, Culky, SOHI, SOI, and Mr. Lauro, the “Reporting Persons”).

Ms. Lolli-Ghetti may be deemed the beneficial owner of 60.4% of the Issuer’s outstanding Common Shares; SOHI, Culky and Mr. Lauro may be deemed the beneficial owners of 31.7% of the Issuer’s outstanding Common Shares; SOI may be deemed the beneficial owner of 13.9% of the Issuer’s outstanding Common Shares; SSHT may be deemed the beneficial owner of 45.6% of the Issuer’s outstanding Common Shares; and Scorpio Holdings and SSH may be deemed the beneficial owners of 46.5% of the Issuer’s outstanding Common Shares.

The principal business of Scorpio Holdings is acting as a holding company for SSH and certain other companies. The principal business of SSH is the provision of administrative services relating to the ownership and operation of vessels. The principal business of SOI, SOHI and Culky is investing in the offshore industry. The principal business of SSHT is investing in, owning and operating (via subsidiaries) vessels, including offshore vessels.

The principal business address and principal office address of each of the Reporting Persons is 9, Boulevard Charles III, MC 98000, Monaco.

The identity, present principal occupation/employment, citizenship and business address of the executive officers, directors, and controlling persons of the Reporting Persons, other than Ms. Lolli-Ghetti for whom such information is provided elsewhere herein, (together, the “Principals”) is set forth below.


  
Name
 
Principal Occupation and Employment(1)
 
Citizenship
 
Emanuele Lauro
 
Director and Chief Executive Officer of Scorpio Holdings, SSHT, SSH, the Issuer, Scorpio Tankers Inc., Scorpio Bulkers Inc. and other entities within the Scorpio group of companies, and Director and Secretary of SOHI.
 
Italy
 
Robert Bugbee
 
Director and President of Scorpio Holdings, SSHT, SSH, the Issuer, Scorpio Tankers Inc., Scorpio Bulkers Inc. and other entities within the Scorpio group of companies, and Director of SOHI.
 
Britain
 
Cameron Mackey
 
Director and Chief Operating Officer of Scorpio Holdings, SSHT, SSH, the Issuer, Scorpio Tankers Inc. and other entities within the Scorpio group of companies, and Chief Operating Officer of Scorpio Bulkers Inc.
 
USA
 
Filippo Lauro
 
Director and Vice President of Scorpio Holdings, SSHT, SSH and other entities within the Scorpio group of companies, and Vice President of the Issuer, Scorpio Bulkers Inc. and Scorpio Tankers Inc.
 
Italy
 
Brian Lee
 
Chief Financial Officer of Scorpio Holdings, SSHT, SSH, Scorpio Tankers Inc. and other entities within the Scorpio group of companies.
 
USA
 
Rosada Guglielmi
 
Director and Secretary of Culky, SOI and other entities within the Scorpio group of companies.
 
Italy
 
 
(1)  The business address of the Principals, Scorpio Tankers Inc., Scorpio Bulkers Inc. and other entities within the Scorpio group of companies is 9, Boulevard Charles III, MC 98000, Monaco.
 
 
 
The Reporting Persons, and, to the best of their knowledge, the Principals, 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 Principals, 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.
 
 
Item 3 of the Schedule 13D/A that was filed on November 22, 2019 is hereby amended to include the following:
 
 
On November 25, 2019, SSH acquired an aggregate of 15,647 Common Shares in open market transactions and on December 20, 2019, SSH acquired 1,651,201 Common Shares at $1.11334 per share in connection with the Issuer’s exercise of a portion of the Equity Line of Credit. SSH used funds from working capital for these purchases of Common Shares.
 
 
 
Item 4.
Purpose of Transaction.
 
 
There are no material changes from the Schedule 13D/A that was filed on November 22, 2019.
 
 
 
 


Item 5.
Interest in Securities of the Issuer.
 
 
Item 5 of the Schedule 13D/A that was filed on November 22, 2019 is hereby amended and restated in its entirety as follows:
 
(a, b)
As of the date of this filing:
 
Ms. Lolli-Ghetti may be deemed the beneficial owner of 15,493,010 Common Shares, representing approximately 60.4% of the Issuer’s outstanding Common Shares. Ms. Lolli-Ghetti has the shared power to vote and dispose of these Common Shares.
 
SSHT may be deemed the beneficial owner of 11,694,150 Common Shares, representing approximately 45.6% of the Issuer’s outstanding Common Shares. SSHT and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
 
Scorpio Holdings and SSH may be deemed the beneficial owners of 11,925,079 Common Shares, representing approximately 46.5% of the Issuer’s outstanding Common Shares. Scorpio Holdings, SSH and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
 
SOHI, Culky and Mr. Lauro may be deemed the beneficial owners of 8,126,219 Common Shares, representing approximately 31.7% of the Issuer’s outstanding Common Shares. SOHI, SSH, Culky, Scorpio Holdings, Mr. Lauro, SSHT and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
 
SOI may be deemed the beneficial owner of 3,567,931 Common Shares, representing approximately 13.9% of the Issuer’s outstanding Common Shares. SOI, SSHT and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.
 
As of the date of this filing, the Principals (other than Mr. Lauro for whom such information is provided elsewhere herein) may be deemed to be the beneficial owners of an aggregate of 100,000 Common Shares with the sole power to vote and dispose of the Common Shares that each Principal respectively owns.
 
 
(c)
To the best of the Reporting Persons’ knowledge, transactions in the Common Shares effected by the Reporting Persons during the past 60 days and not previously reported are set forth on Exhibit A to this Amendment No. 5 to the Schedule 13D that was originally filed on December 21, 2018.
 
 
(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 Common Shares beneficially owned by the Reporting Persons or the Principals.
 
 
(e)
Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
 
 
There are no material changes from the Schedule 13D/A that was filed on November 22, 2019.
 
 
 
Item 7.
Material to be Filed as Exhibits.
 
 
There are no material changes from the Schedule 13D/A that was filed on November 22, 2019. 
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:  December 20, 2019
SCORPIO OFFSHORE INVESTMENTS INC.*
 
 
 
By:
 /s/ Rosada Guglielmi
 
Name:
Rosada Guglielmi
 
Title:
Secretary
 
 
 
 
SCORPIO OFFSHORE HOLDING INC.*
 
 
 
By:
/s/ Emanuele Lauro
 
Name:
Emanuele Lauro
 
Title:
Secretary
 
 
 
 
SCORPIO SERVICES HOLDING LIMITED*
 
 
 
By:
/s/ Filippo Lauro
 
Name:
Filippo Lauro 
 
Title:
Executive Chairman/Vice President
 
 
 
 
SCORPIO HOLDINGS LIMITED*
 
 
 
 
By:
/s/ Filippo Lauro
 
Name:
Filippo Lauro 
 
Title:
Executive Chairman/Vice President
 
 
 
 
 
 
 
SCORPIO SERVICES HOLDING TWO LIMITED*
 
 
 
By:
/s/ Filippo Lauro
 
Name:
Filippo Lauro 
 
Title:
Executive Chairman/Vice President
 
 
 
 
CULKY INVESTMENTS INC.*
 
 
 
By:
/s/ Rosada Guglielmi
 
Name:
Rosada Guglielmi
 
Title:
Secretary

 
EMANUELE LAURO*
 
 
 
By:
/s/ Emanuele Lauro
 
Name:
Emanuele Lauro 
 
 
 
 
ANNALISA LOLLI-GHETTI*
 
 
 
By:
/s/Annalisa Lolli-Ghetti
 
Name:
Annalisa Lolli-Ghetti

* The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

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

INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED

Scorpio Services Holding Limited
Date of
Transaction
Number of Common Shares
Purchased/(Sold)

Average Price per Common Share
 
 
   
November 25, 2019
15,647
$1.55
December 20, 2019
1,651,201
$1.11334