Filing Details

(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 1,067,200 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 1,240,359 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 1,382,067 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 1,382,067 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 1,382,067 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 1,382,067 Common Shares underlying convertible bonds currently exercisable, as further described in Item 6.

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned on January 28, 2020, as previously amended by Amendment No. 1 (“Amendment No.1”) (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”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

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:

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 1,382,067. 

As of the date hereof:

The Onshore Fund may be deemed to have beneficially owned 3,634,859 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 2,310,530 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 3,321,479 Common Shares, including 1,240,359 Common Shares underlying convertible bonds currently exercisable, and the Wavefront Fund may be deemed to have beneficially owned 1,163,271 Common Shares, including 401,800 Common Shares underlying call options currently exercisable and 19,812 Common Shares underlying convertible bonds currently exercisable, constituting approximately 3.71%, approximately 2.36%, approximately 3.35% and approximately 1.19%, 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 2,310,530 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 2.36% 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 10,430,137 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 1,382,067 Common Shares underlying convertible bonds currently exercisable, constituting approximately 10.52% of the outstanding Common Shares.

Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to have beneficially owned the 10,430,137 Common Shares owned in the aggregate by the Luxor Funds, including 3,000,000 Common Shares underlying call options currently exercisable and 1,382,067 Common Shares underlying convertible bonds currently exercisable, constituting approximately 10.52%  of the outstanding Common Shares.

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 10,430,137 Common Shares beneficially owned by Luxor Capital Group, including 3,000,000 Common Shares underlying call options currently exercisable and 1,382,067 Common Shares underlying convertible bonds currently exercisable, constituting approximately 10.52%  of the outstanding Common Shares.

Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 10,430,137 Common Shares owned by Luxor Management, including 3,000,000 Common Shares underlying call options currently exercisable and 1,382,067 Common Shares underlying convertible bonds currently exercisable, constituting approximately 10.52% 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 13,463,830 Common Shares, representing approximately 13.76% 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 1,382,067 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:  October 14, 2020