Filing Details

Golden Ocean Group Limited

(Name of Issuer)

Common Shares, par value $0.05 per share

(Title of Class of Securities)

G39637205
(CUSIP Number)
Hemen Holding Limited c/o Seatankers Management Co Ltd P.O. Box 53562 CY-3399 Limassol Cyprus Attn: Spyros Episkopou +(357) 25-858-300   with a copy to:   Keith J. Billotti, 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)
February 22, 2021
(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box [_].
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 ("Act") 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).
*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.

* Hemen Holding Limited beneficially owns approximately 40.0% of the issued and outstanding shares of Frontline Ltd. and may be deemed to beneficially own the Common Shares (defined below) that Frontline Ltd. beneficially owns.  The 78,825,782 Common Shares include Frontline Ltd.'s 1,270,657 Common Shares.

** The 1,270,657 Common Shares include 10,299 Common Shares beneficially owned by ICB Shipping (Bermuda) Limited, a wholly-owned subsidiary of Frontline Ltd.

* Greenwich Holdings Limited is the sole shareholder of Hemen Holding Limited. As such, it may be deemed to beneficially own the Common Shares beneficially owned by Hemen Holding Limited.

* C.K. Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the "Trusts"). The Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Hemen Holding Limited. As such, C.K. Limited may be deemed to beneficially own the Common Shares that are beneficially owned by Greenwich Holdings Limited and Hemen Holding Limited.

* Mr. Fredriksen may be deemed to beneficially own 78,825,782 Common Shares through his indirect influence over Hemen Holding Limited and Greenwich Holdings Limited, the shares of which are held in the Trusts. The Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Hemen Holding Limited. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of any Common Shares beneficially owned by Hemen Holding Limited and Greenwich Holdings Limited, except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the Common Shares beneficially owned by Hemen Holding Limited and Greenwich Holdings Limited.

Item 2. Identity and Background

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

The name, citizenship, present principal occupation or employment and business address of each executive officer and director of Frontline is set forth below. If no business address is given, the director's or executive officer's address is Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.

The name, citizenship, present principal occupation or employment and the business address of Hemen's directors is set forth below. Hemen does not have any executive officers.

The name, citizenship, present principal occupation or employment and the business address of Greenwich's directors is set forth below. Greenwich does not have any executive officers.

The name, citizenship, present principal occupation or employment and principal business address of C.K. Limited's directors is set forth below. C.K. Limited does not have any executive officers.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to include the following:

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

(a)-(d) As of the date hereof, Hemen may be deemed to be the beneficial owner of 78,825,782 Common Shares, constituting 39.9% of the outstanding Common Shares. This percentage ownership is based on 197,635,244* Common Shares outstanding. Hemen has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 78,825,782 Common Shares. Hemen has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 78,825,782 Common Shares.

As of the date hereof, Frontline may be deemed to be the beneficial owner of 1,270,657 Common Shares, constituting 0.6% of the outstanding Common Shares based upon 197,635,244* Common Shares outstanding. Frontline has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 1,270,657 Common Shares. Frontline has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 1,270,657 Common Shares.

As of the date hereof, Greenwich, through Hemen, may be deemed to be the beneficial owner of 78,825,782 Common Shares, constituting 39.9% of the outstanding Common Shares based upon 197,635,244* Common Shares outstanding. Greenwich has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 78,825,782 Common Shares. Greenwich has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 78,825,782 Common Shares.

As of the date hereof, C.K. Limited, through Greenwich, may be deemed to be the beneficial owner of 78,825,782 Common Shares, constituting 39.9% of the outstanding Common Shares based upon 197,635,244* Common Shares outstanding. C.K. Limited has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 78,825,782 Common Shares. C.K. Limited has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 78,825,782 Common Shares.

As of the date hereof, Mr. Fredriksen may be deemed to beneficially own 78,825,782 Common Shares through his indirect influence over Hemen and Greenwich, the shares of which are held in the Trusts, constituting in the aggregate 39.9% of the outstanding Common Shares based upon 197,635,244* Common Shares outstanding. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 78,825,782 Common Shares beneficially owned by Hemen and Greenwich, except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 78,825,782 Common Shares beneficially owned by Hemen and Greenwich.

Certain other directors of Frontline beneficially own an aggregate of 66,877 Common Shares, which is less than 0.05% of the outstanding Common Shares based upon 197,635,244* Common Shares outstanding. Except as described above, no other Common Shares are beneficially owned by the persons named in Item 2 in the Schedule 13D.

To the best knowledge of the Reporting Persons, none of the other persons named in response to Item 2 in the Schedule 13D have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the Common Shares that are the subject of the Schedule 13D.

Other than the transactions described in Item 3 and Item 6 herein and in the Schedule 13D, there have been no transactions by the Reporting Persons in the Common Shares during the past 60 days.

* As reported by the Issuer on February 17, 2021

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to include the following:

On December 7, 2020 Hemen entered into a cash-settled total return swap agreement (the "Total Return Swap") with economic exposure to 4,905,000 notional Common Shares at a price of NOK 37.08 per share. The expiration date of the Total Return Swap is March 10, 2021. The Total Return Swap provides Hemen with economic results that are comparable to ownership but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Common Shares that are subject to the Total Return Swap.

The Reporting Persons may, from time to time, in the ordinary course of business, be party to, enter into or unwind certain cash settled equity derivatives or similar contractual arrangements which provide indirect economic exposure to, but do not give the Reporting Persons direct or indirect voting, investment or dispositive power over, securities of the Issuer and which may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the securities of the Issuer, the relative value of securities of the Issuer in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the securities of the Issuer may be included, or a combination of any of the foregoing. Accordingly, the Reporting Persons disclaim any beneficial ownership in the securities that may be referenced in such contracts.

Item 7. Materials to be Filed as Exhibits

Exhibit A: Joint Filing Agreement (incorporated by reference to the Reporting Persons' Schedule 13D filed with the SEC on June 24, 2019).

Exhibit B: Registration Rights Agreement (incorporated by reference to the Reporting Persons' Schedule 13D filed with the SEC on May 5, 2014).

Exhibit C: Second Registration Rights Agreement (incorporated by reference to the Reporting Persons' Schedule 13D filed with the SEC on March 25, 2015).

Exhibit D: Transaction Agreement among Amber Shipowning Ltd., Opal Shipowning Ltd., Hemen Holding Limited and Sterna Finance Limited, dated June 9, 2017 (incorporated by reference to the Reporting Persons' Schedule 13D filed with the SEC on September 8, 2017).

Exhibit E: Heads of Agreement, dated October 16, 2017, by and among, Golden Ocean Group Limited, Hemen Holding Limited, Dedalos Shipowning Inc., Ikaros Shipowning Inc., and Sterna Finance Ltd. (incorporated by reference to the Reporting Persons' Schedule 13D filed with the SEC on January 30, 2018).

Exhibit F: Memorandum of Agreement, dated October 27, 2017, by and between Dedalos Shipowning Inc. and Golden Behike Inc. (incorporated by reference to the  Reporting Persons' Schedule 13D filed with the SEC on January 30, 2018).

Exhibit G: Memorandum of Agreement, dated October 27, 2017, by and between Ikaros Shipowning Inc. and Golden Monterrey Inc. (incorporated by reference to the Reporting Persons' Schedule 13D filed with the SEC on January 30, 2018).

SIGNATURES

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.

* Each of the Reporting Persons disclaims beneficial ownership of the reported securities 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).