Filing Details

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Eric S. Wagner, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

500 Fifth Avenue, New York, New York 10110

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 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).

(1) Includes 1,531,000 Common Shares (as defined below) underlying call options currently exercisable and 72,232 Common Shares underlying convertible bonds currently exercisable, as further described in Item 6.

(1) Includes 401,800 Common Shares underlying call options currently exercisable and 19,812 Common Shares underlying convertible bonds currently exercisable, as further described in Item 6.

(1) Includes 1,067,200 Common Shares underlying call options currently exercisable and 49,666 Common Shares underlying convertible bonds currently exercisable, as further described in Item 6.

(1) Includes 1,149,934 Common Shares underlying convertible bonds currently exercisable, as further described in Item 6.

(1) Includes 3,000,000 Common Shares underlying call options currently exercisable and 1,291,643 Common Shares underlying convertible bonds currently exercisable, as further described in Item 6.

(1) Includes 3,000,000 Common Shares underlying call options currently exercisable and 1,291,643 Common Shares underlying convertible bonds currently exercisable, as further described in Item 6.

(1) Includes 3,000,000 Common Shares underlying call options currently exercisable and 1,291,643 Common Shares underlying convertible bonds currently exercisable, as further described in Item 6.

(1) Includes 3,000,000 Common Shares underlying call options currently exercisable and 1,291,643 Common Shares underlying convertible bonds currently exercisable, as further described in Item 6.

The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed by the undersigned on January 28, 2020 (the “Schedule 13D”) with respect to the Common Shares, par value $1.00 per share (the “Common Shares”), of Golar LNG Limited, a Bermuda corporation (the “Issuer”).  The Common Shares beneficially owned by the Thebes Feeder Fund are now included in the Common Shares beneficially owned by the Thebes Master Fund.

Item 3 is hereby amended and restated to read as follows:

The Reporting Persons paid the following to acquire the Common Shares reported as beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund:

(i)	$70,656,528 in connection with the purchase of Common Shares;

(ii)	$5,700,000 in connection with the purchase of certain call options which are currently exercisable into Common Shares and are beneficially owned by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund; and

(iii)

$31,480,571 in connection with the purchase of certain convertible bonds which are currently exercisable into Common Shares and are beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund.

The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

Item 5(a) is hereby amended and restated to read as follows:

(a)            The aggregate percentage of Common Shares reported owned by each person named herein is based upon 97,802,404 Common Shares outstanding as of the date hereof, which is the total number of Common Shares outstanding as reported on Bloomberg, plus, with respect to certain persons named herein, the number of Common Shares underlying currently exercisable convertible bonds held by such persons as indicated below.  The total number of Common Shares underlying currently exercisable convertible bonds held by the persons named herein in the aggregate is 1,291,643. 

As of the date hereof:

The Onshore Fund may be deemed to have beneficially owned 3,373,488 Common Shares, including 1,531,000 Common Shares underlying call options currently exercisable and 72,232 Common Shares underlying convertible bonds currently exercisable, the Offshore Master Fund may be deemed to have beneficially owned 2,128,094 Common Shares, including 1,067,200 Common Shares underlying call options currently exercisable and 49,666 Common Shares underlying convertible bonds currently exercisable, the Thebes Master Fund may be deemed to have beneficially owned 2,408,962 Common Shares, including 1,149,934 Common Shares underlying convertible bonds currently exercisable, and the Wavefront Fund may be deemed to have beneficially owned 1,091,305 Common Shares, including 401,800 Common Shares underlying call options currently exercisable and 19,812 Common Shares underlying convertible bonds currently exercisable, constituting approximately 3.45%, approximately 2.17%, approximately 2.43% and approximately 1.12%, respectively, of the outstanding Common Shares.

The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the 2,128,094 Common Shares, including 1,067,200 Common Shares underlying call options currently exercisable and 49,666 Common Shares underlying convertible bonds currently exercisable, beneficially owned by the Offshore Master Fund, constituting approximately 2.17% of the outstanding Common Shares.

LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund may be deemed to have beneficially owned the 9,001,850 Common Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, including 3,000,000 Common Shares underlying call options currently exercisable and 1,291,643 Common Shares underlying convertible bonds currently exercisable, constituting approximately 9.08% of the outstanding Common Shares.

Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to have beneficially owned the 9,001,850 Common Shares owned in the aggregate by the Luxor Funds, including 3,000,000 Common Shares underlying call options currently exercisable and 1,291,643 Common Shares underlying convertible bonds currently exercisable, constituting approximately 9.08%  of the outstanding Common Shares.

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 9,001,850 Common Shares beneficially owned by Luxor Capital Group, including 3,000,000 Common Shares underlying call options currently exercisable and 1,291,643 Common Shares underlying convertible bonds currently exercisable, constituting approximately 9.08%  of the outstanding Common Shares.

Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 9,001,850 Common Shares owned by Luxor Management, including 3,000,000 Common Shares underlying call options currently exercisable and 1,291,643 Common Shares underlying convertible bonds currently exercisable, constituting approximately 9.08% of the outstanding Common Shares.

Item 6 is hereby amended and restated to read as follows:

As of the date hereof, the Reporting Persons (other than the Thebes Master Fund) have purchased over-the-counter market American-style call options referencing an aggregate of 3,000,000 Common Shares, of which 1,500,000 have an exercise price of $15.00 and 1,500,000 have an exercise price of $17.50, all of which expire on January 15, 2021.  The call options are currently exercisable.

As of the date hereof, the Reporting Persons (other than the Thebes Master Fund) have entered into certain cash-settled swap agreements with unaffiliated third party financial institutions (the “Swaps”). The Swaps held by the Reporting Persons represent economic exposure to an aggregate of 3,033,693 Common Shares, representing approximately 3% of the outstanding Common Shares.  The Swaps provide the Reporting Persons with economic results that are comparable to the economic results of ownership, but do not provide the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the Common Shares that are the subject of the Swaps (such shares, the “Subject Shares”). Taking into account the Subject Shares, as applicable, the Reporting Persons have economic exposure to an aggregate of 12,035,543 Common Shares, representing approximately 12% of the outstanding Common Shares. The Reporting Persons disclaim beneficial ownership of the Subject Shares.

As of the date hereof, the Reporting Persons have purchased convertible bonds referencing an aggregate of 1,291,643 Common Shares, which have a conversion price of $37.0474 and mature on February 15, 2022.  The convertible bonds are currently exercisable.

On January 27, 2020, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on the Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 to the Schedule 13D and is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:  September 24, 2020