Filing Details

The following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by the undersigned on January 28, 2020, as previously amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 (“Amendment No. 4” and collectively, 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. 5 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

(a)            This statement is filed by Luxor Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”), Luxor Wavefront, LP, a Delaware limited partnership (the “Wavefront Fund”), Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands exempted limited partnership (the “Offshore Master Fund”), Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Feeder Fund”), Thebes Offshore Master Fund, LP, a Cayman Islands exempted limited partnership (the “Thebes Master Fund”), Luxor Capital Partners Long, LP, a Delaware limited partnership (the “Long Onshore Fund”), Luxor Capital Partners Long Offshore Master Fund, LP, a Cayman Islands exempted limited partnership (the “Long Offshore Master Fund”), Luxor Capital Partners Long Offshore, Ltd., a Cayman Island exempted company (the “Long Offshore Feeder Fund” and, collectively with the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund, the Thebes Master Fund, the Long Onshore Fund and the Long Offshore Master Fund, the “Luxor Funds”), LCG Holdings, LLC, a Delaware limited liability company (“LCG Holdings”), Luxor Capital Group, LP, a Delaware limited partnership (“Luxor Capital Group”), Luxor Management, LLC, a Delaware limited liability company (“Luxor Management”) and Christian Leone.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund.  By virtue of this relationship, the Offshore Feeder Fund may be deemed to beneficially own the Common Shares owned directly by the Offshore Master Fund.

The Long Offshore Master Fund is a subsidiary of the Long Offshore Feeder Fund.  By virtue of this relationship, the Long Offshore Feeder Fund may be deemed to beneficially own the Common Shares owned directly by the Long Offshore Master Fund.

LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund, the Long Onshore Fund and the Long Offshore Master Fund. By virtue of these relationships, LCG Holdings may be deemed to beneficially own the Common Shares owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund, the Long Onshore Fund and the Long Offshore Master Fund.

Luxor Capital Group acts as the investment manager of the Luxor Funds.  Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of each of LCG Holdings and Luxor Management.  By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to beneficially own the Common Shares owned directly by the Onshore Fund, the Wavefront Fund, the Thebes Master Fund, the Offshore Master Fund, the Long Onshore Fund and the Long Offshore Master Fund.

Set forth on Schedule A attached hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of the Offshore Feeder Fund and the Long Offshore Feeder Fund.  To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)            The business address of each of the Onshore Fund, the Wavefront Fund, the Long Onshore Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 28th Floor, New York, NY 10036.  The business address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Thebes Master Fund, the Long Offshore Master Fund and the Long Offshore Feeder Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(c)            The principal business of each of the Luxor Funds is that of a private investment fund engaged in the purchase and sale of securities for its own account.  The principal business of Luxor Capital Group is providing investment management services.  The principal business of Luxor Management is serving as the general partner of Luxor Capital Group.  The principal business of LCG Holdings is serving as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Long Onshore Fund and the Long Offshore Master Fund.  Mr. Leone’s principal occupation is serving as the managing member of each of Luxor Management and LCG Holdings.

(d)            No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)            No Reporting Person nor any person listed on Schedule A has, during the last five years, been 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.

(f)            Each of the Offshore Master Fund, the Offshore Feeder Fund, the Thebes Master Fund, the Long Offshore Master Fund and the Long Offshore Feeder Fund is organized under the laws of the Cayman Islands.  Each of the Onshore Fund, the Wavefront Fund, the Long Onshore Fund, LCG Holdings, Luxor Capital Group and Luxor Management is organized under the laws of the State of Delaware.  Mr. Leone is a citizen of the United States of America.

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

The Reporting Persons paid $55,147,711 in connection with the purchase of Common Shares reported as beneficially owned by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund, the Long Onshore Fund and the Long Offshore 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, the Thebes Master Fund, the Long Onshore Fund and the Long Offshore 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 108,875,805 Common Shares outstanding as of the date hereof, which is the total number of Common Shares outstanding as reported on Bloomberg. 

As of the date hereof:

The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the 843,279 Common Shares beneficially owned by the Offshore Master Fund, constituting less than 1% of the outstanding Common Shares.

The Long Offshore Feeder Fund, as the owner of a controlling interest in the Long Offshore Master Fund, may be deemed to have beneficially owned the 4,892 Common Shares beneficially owned by the Long Offshore Master Fund, constituting less than 1% of the outstanding Common Shares.

LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund, the Long Onshore Fund and the Long Offshore Master Fund may be deemed to have beneficially owned the 5,042,193 Common Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Thebes Master Fund, the Long Onshore Fund and the Long Offshore Master Fund, constituting approximately 4.63% of the outstanding Common Shares.

Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to have beneficially owned the 5,042,193 Common Shares owned in the aggregate by the Luxor Funds, constituting approximately 4.63% of the outstanding Common Shares.

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 5,042,193 Common Shares beneficially owned by Luxor Capital Group, constituting approximately 4.63% of the outstanding Common Shares.

Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 5,042,193 Common Shares owned by Luxor Management, constituting approximately 4.63% 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, the Long Onshore Fund, the Long Offshore Feeder Fund and the Long Offshore 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 2.79% 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 8,075,886 Common Shares, representing approximately 7.42% of the outstanding Common Shares. The Reporting Persons disclaim beneficial ownership of the Subject Shares.

On February 18, 2021, 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 99.5 hereto and is incorporated herein by reference.

99.5            Joint Filing Agreement.

99.6            Power of Attorney.

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:  February 18, 2021

Mr. Seymour is an employee of DMS Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.

Mr. Mitchell is an employee of Maples Fiduciary Services, a division of the MaplesFS group.  MaplesFS offers a comprehensive range of fiduciary and administration services to finance vehicles and investment funds.

3.            Christian Leone (See Item 2)

THEBES OFFSHORE MASTER FUND, LP
Common Shares	(104,391)	10.87	1/27/2021
Common Shares	(10,300)	10.61	1/27/2021
Common Shares	(900)	10.48	1/27/2021
Common Shares	(50,000)	10.91	1/28/2021
Common Shares	(40,000)	10.97	1/28/2021
Common Shares	(61,327)	10.72	1/29/2021
Common Shares	(55,011)	10.75	1/29/2021
Common Shares	(8,210)	11.14	1/29/2021
Common Shares	(60,672)	11.00	2/1/2021
Common Shares	(190,403)	11.21	2/2/2021
Common Shares	(75,000)	11.05	2/11/2021
Common Shares	(6,100)	10.99	2/11/2021
Common Shares	(36,129)	11.88	2/12/2021
Common Shares	(188,340)	11.64	2/12/2021
Common Shares	(74,700)	12.00	2/16/2021
Common Shares	(80,731)	11.67	2/17/2021
LUXOR CAPITAL PARTNERS LONG OFFSHORE MASTER FUND, LP
Common Shares	4,892	11.25	2/2/2021

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Shares, par value $1.00 per share, of Golar LNG Limited dated as of February 18, 2021 and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated:  February 18, 2021

POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Virgil Alagon as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.

This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 6, 2017.

/s/ Christian Leone

ACKNOWLEDGEMENT IN NEW YORK STATE

On November 6, 2017 before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Commission Expires: September 18, 2021