Filing Details

CUSIP No.

Y7546A130

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

2,547,751

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

[_]

2,547,751

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

2,547,751

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

21.2%

14.

TYPE OF REPORTING PERSON

CO

CUSIP No.

Y7546A130

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

2,547,751

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

[_]

2,547,751

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

2,547,751

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

21.2%

14.

TYPE OF REPORTING PERSON

IN

CUSIP No.

Y7546A130

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

2,081,834

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

[_]

2,081,834

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

2,081,834

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.4%

14.

TYPE OF REPORTING PERSON

CO

CUSIP No.

Y7546A130

1.

NAME OF REPORTING PERSONS

Scorpio Assets 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

0

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

[_]

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

0

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14.

TYPE OF REPORTING PERSON

CO

CUSIP No.

Y7546A130

1.

NAME OF REPORTING PERSONS

Scorpio Assets SALT 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

0

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

[_]

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

0

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14.

TYPE OF REPORTING PERSON

CO

CUSIP No.

Y7546A130

Explanatory Note:

This Amendment No. 9 to the Schedule 13D that was originally filed on February 16, 2016 (and as thereafter amended on March 10, 2016, March 23, 2016, June 23, 2016, December 14, 2018, February 22, 2019, May 12, 2020, June 12, 2020 and June 17, 2020, the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Shares”) of Scorpio Bulkers Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the “Issuer”). This Amendment No. 9 is being filed to reflect transactions in Common Shares by the Reporting Persons since the prior filing.

 

On July 2, 2020, Scorpio Assets SALT Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“Scorpio Assets SALT”) distributed via a dividend the 465,917 Common Shares it previously owned to Scorpio Assets Holding Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“Scorpio Assets Holding”), which in turn distributed such shares via a dividend to Scorpio Holdings Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“Scorpio Holdings”). As a result, this Amendment No. 9 constitutes an exit filing for Scorpio Assets SALT and Scorpio Assets Holding, each of which no longer beneficially own any Common Shares.

Item 1.

Security and Issuer.

There are no material changes to the Schedule 13D.

Item 2.

 

Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

This Schedule 13D is being filed on behalf of the following:

 

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 Assets Holding, a wholly-owned subsidiary of Scorpio Holdings;

 

Scorpio Assets SALT, a wholly-owned subsidiary of Scorpio Assets Holding; and

 

Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings, (“Ms. Lolli-Ghetti”, and together with Scorpio Holdings, SSH, Scorpio Assets Holding and Scorpio Assets SALT, the “Reporting Persons”).

 

 

Scorpio Holdings and Ms. Lolli-Ghetti may be deemed the beneficial owners of approximately 21.2% of the Issuer’s outstanding Common Shares, SSH may be deemed the beneficial owner of approximately 17.4% of the Issuer’s outstanding Common Shares, and Scorpio Assets Holding and Scorpio Assets SALT may be deemed the beneficial owners of 0.0% of the Issuer’s outstanding Common Shares.

 

The principal business of Scorpio Holdings is acting as a holding company for SSH, Scorpio Assets Holding, Scorpio Assets SALT and certain other companies.

 

The principal business of SSH is the provision of administrative services relating to the ownership and operation of vessels, including to the Issuer and unaffiliated third-parties.

 

The principal business of Scorpio Assets Holding and Scorpio Assets SALT is holding shares and/or other securities, directly or indirectly, in certain affiliated companies operating in the shipping industry.

 

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, SSH, the Issuer, Scorpio Tankers Inc., Hermitage Offshore Services Ltd., and other entities within the Scorpio group of companies.

 

Italy

Robert Bugbee

Director and President of Scorpio Holdings, SSH, the Issuer, Scorpio Tankers Inc., Hermitage Offshore Services Ltd., and other entities within the Scorpio group of companies.

 

Britain

Cameron Mackey

Director and Chief Operating Officer of Scorpio Holdings, SSH, Scorpio Tankers Inc., Hermitage Offshore Services Ltd., and other entities within the Scorpio group of companies, and Chief Operating Officer of the Issuer.

 

USA

Filippo Lauro

Director and Vice President of Scorpio Holdings, SSH, and other entities within the Scorpio group of companies, and Vice President of the Issuer, Scorpio Tankers Inc., and Hermitage Offshore Services Ltd.

 

Italy

Brian Lee

 

Chief Financial Officer of Scorpio Holdings, SSH, Scorpio Tankers Inc., and other entities within the Scorpio group of companies.

 

USA

Rosada Guglielmi

Director of Scorpio Assets Holding and Scorpio Assets SALT, and other entities within the Scorpio group of companies.

 

Italy

(1)  The business address of the Principals, Scorpio Tankers Inc., and other entities within the Scorpio group of companies is 9 Boulevard Charles III, MC 98000, Monaco. The business address of Hermitage Offshore Services Ltd. is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.

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 is hereby amended to include the following:

 

On August 5, 2020 and September 2, 2020, SSH purchased 100,000 and 50,000 Common Shares, respectively, in open market transactions using funds from working capital.

Item 4.

Purpose of Transaction.

 

There are no material changes to the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

 

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

(a,b)

According to the Issuer’s Report on Form 6-K, filed with the Securities and Exchange Commission on September 3, 2020, the Issuer has 11,992,380 Common Shares outstanding. Based on the foregoing, as of the date of this filing:

 

Scorpio Holdings and Ms. Lolli-Ghetti may be deemed the beneficial owners of 2,547,751 Common Shares, representing approximately 21.2% of the Issuer’s outstanding Common Shares. Scorpio Holdings and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.

 

SSH may be deemed the beneficial owner of 2,081,834 Common Shares, representing approximately 17.4% of the Issuer’s outstanding Common Shares. SSH, Scorpio Holdings and Ms. Lolli-Ghetti have the shared power to vote and dispose of these Common Shares.

 

Scorpio Assets Holding and Scorpio Assets SALT may be deemed the beneficial owners of 0 Common Shares, representing 0.0% of the Issuer’s outstanding Common Shares.

 

As of the date of this filing, the Principals may be deemed to be the beneficial owners of an aggregate of 451,936 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 are set forth on Exhibit A-3 to this Amendment No. 9 to the Schedule 13D.

 

(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)

Each of Scorpio Assets Holding and Scorpio Assets SALT no longer beneficially own any Common Shares.

Item 6.

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

There are no material changes to the Schedule 13D.

Item 7.

Material to be Filed as Exhibits.

 Item 7 of the Schedule 13D is hereby amended to include the following:

 

Exhibit A-3 – Information with Respect to Transactions Effected

SCORPIO HOLDINGS LIMITED*

By:

/s/ Filippo Lauro

Name: Filippo Lauro

Title:   Director and Vice President

SCORPIO SERVICES HOLDING LIMITED*

By:

/s/ Filippo Lauro

Name: Filippo Lauro

Title:   Director and Vice President

SCORPIO ASSETS HOLDING LIMITED*

By:

/s/ Rosada Guglielmi

Name: Rosada Guglielmi

Title:   Director

SCORPIO ASSETS SALT LIMITED*

By:

/s/ Rosada Guglielmi

Name: Rosada Guglielmi

Title:   Director

ANNALISA LOLLI-GHETTI*

By:

/s/ Annalisa Lolli-Ghetti

Name: Annalisa Lolli-Ghetti

Date of
Transaction

Type of Transaction

Number of Common Shares
Purchased/(Sold)

Average Price
per Common Share

 

 

   

August 5, 2020

Open Market Purchase

100,000

$12.8751

September 2, 2020

Open Market Purchase

50,000

$12.9743