Filing Details

CUSIP No.

Y2294C107

 

 

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

 

 

 

 

 

3,299,690

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

0

 

10.

SHARED DISPOSITIVE POWER

 

[_]

 

 

 

 

3,299,690

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

 

 

 

3,299,690

 

12.

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

 

 

CERTAIN SHARES

 

 

 

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

29.3%

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

CO

 

CUSIP No.

Y2294C107

 

 

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

 

 

 

 

 

3,299,690

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

0

 

10.

SHARED DISPOSITIVE POWER

 

[_]

 

 

 

 

3,299,690

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

 

 

 

3,299,690

 

12.

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

 

 

CERTAIN SHARES

 

 

 

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

29.3%

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

IN

 

CUSIP No.

Y2294C107

 

 

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

 

 

 

 

2,758,834

 

9.

SOLE DISPOSITIVE POWER

 

 

 

 

0

 

10.

SHARED DISPOSITIVE POWER

 

[_]

 

 

 

 

2,758,834

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

 

 

PERSON

 

 

 

 

 

2,758,834

 

12.

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

 

 

CERTAIN SHARES

 

 

 

[_]

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 

 

 

 

24.5%

 

14.

TYPE OF REPORTING PERSON

 

 

 

 

 

CO

 

CUSIP No.

Y2294C107

 

 

Explanatory Note:

 

 

 

This Amendment No. 14 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, June 17, 2020, September 4, 2020, September 29, 2020, November 2, 2020, November 27, 2020 and December 23, 2020,  the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Shares”) of Eneti Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the “Issuer”). This Amendment No. 14 to the Schedule 13D is being filed to reflect a change in the beneficial ownership of the Reporting Persons due to a decrease in the number of the Issuer's Common Shares outstanding and transactions in the Common Shares by the Reporting Persons since the prior filing.

 

 

 

 

Item 1.

Security and Issuer.

 

 

Item 1 of the Schedule 13D is hereby amended to include the following:

 

On February 8, 2021, the Issuer changed its name from “Scorpio Bulkers Inc.” to “Eneti Inc.”

 

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 Limited, a corporation formed under the laws of the Republic of the Marshall Islands (“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; and

 

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

 

Scorpio Holdings and Ms. Lolli-Ghetti may be deemed the beneficial owners of approximately 29.3% of the Issuer’s outstanding Common Shares and SSH may be deemed the beneficial owner of approximately 24.5% of the Issuer’s outstanding Common Shares.

 

The principal business of Scorpio Holdings is acting as a holding company for SSH 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 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.

 

 

(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:

 

Between March 29, 2021 and March 31, 2021, Scorpio Holdings purchased an aggregate of 74,939 Common Shares in open market transactions using funds from working capital, as reflected in Exhibit A-7.

 

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 April 1, 2021, the Issuer has 11,248,763 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 3,299,690 Common Shares, representing approximately 29.3% 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 2,758,834 Common Shares, representing approximately 24.5% 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.

 

As of the date of this filing, the Principals may be deemed to be the beneficial owners of an aggregate of 554,203 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 and not previously reported are set forth on Exhibit A-7 to this Amendment No. 14 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)

Not applicable.

 

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-7 – 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

 

ANNALISA LOLLI-GHETTI*

 

 

 

By:

/s/ Annalisa Lolli-Ghetti

 

 

Name:

 Annalisa Lolli-Ghetti

Date of
Transaction

Number of Common Shares
Purchased/(Sold)

Average Price
per Common Share

 

 

 

   

March 29, 2021

Open Market Purchase

31,282

$20.83

March 30, 2021

Open Market Purchase

37,583

$21.03

March 31, 2021

Open Market Purchase

6,074

$21.00