Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 6)*

DHT Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y2065G121

(CUSIP Number(s))

Nicholas Fell BW Maritime Pte. Ltd. Mapletree Business City, #18-01 10 Pasir Panjang Road Singapore 117438 Telephone: +65 (0) 6434 5818

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

April 23, 2024

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

*

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 (“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).

 

 

 
CUSIP No. Y2065G121

  

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	BW Group Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions):
	(a)   ☐
	(b)   ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions):
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):       ☐
6.	Citizenship or Place of Organization:                      Bermuda

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power:	23,969,469
	8.	Shared Voting Power:	0
	9.	Sole Dispositive Power:	23,969,469
	10.	Shared Dispositive Power:	0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person:      23,969,469
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    ☐
13.	Percent of Class Represented by Amount in Row (11):       14.9%1
14.	Type of Reporting Person (See Instructions):
	CO

 

1

This percentage is based on a total of 161,329,352 shares of Common Stock outstanding as of March 15, 2024, as reported in the Annual Report on Form 20-F filed by the Issuer on March 20, 2024.

 

 

Item 1. Security and Issuer

 

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) is being filed by BW Group Limited (“BWG”), pursuant to §240.13d-2(a) under the Act, with respect to the Common Stock, par value $0.01 per share (“Common Stock”), of DHT Holdings, Inc., a company incorporated in the Republic of the Marshall Islands (the “Issuer”), whose principal executive offices are located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

 

This Amendment No. 6 amends and supplements the statement on the Schedule 13D originally filed by BWG with the Securities and Exchange Commission (the “SEC”) on April 3, 2017, and amended by Amendment No. 1, filed with the SEC on May 14, 2018, Amendment No. 2, filed with the SEC on February 26, 2019, Amendment No. 3, filed with the SEC on May 21, 2019, Amendment No. 4, filed with the SEC on November 22, 2019, and Amendment No. 5, filed with the SEC on March 31, 2020 (collectively with this Amendment No. 6, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D.

 

Item 2. Identity and Background

 

Item 2 of the Schedule 13D, including Schedule A, is hereby amended and supplemented as follows:

 

The registered office of BWG has changed from c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HMEX, Bermuda to Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda.

 

This Amendment No. 6 amends the Schedule 13D by replacing Schedule A thereto with Schedule A hereto.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and supplemented as follows:

 

(a)

As of April 25, 2024, BWG may be deemed to beneficially own 23,969,469 shares of Common Stock, representing approximately 14.9% of the outstanding shares of Common Stock.

 

The foregoing beneficial ownership percentage is based on a total of 161,329,352 shares of Common Stock outstanding as of March 15, 2024, as reported in the Annual Report on Form 20-F filed by the Issuer on March 20, 2024.

 

(b)

BWG has sole voting power and sole dispositive power over 23,969,469 shares of Common Stock.

 

(c)

The below chart reflects the transactions in Common Stock effected by BWG over past 60 days from the date hereof. All of the shares of Common Stock were sold in open market transactions through a broker.

 

Trade date		No. of Shares Sold				Average Price(1)				Transaction Price Range
11-Mar-24			(13,085	)		$	11.0004			$11.00 to $11.015
15-Mar-24			(200,000	)		$	11.2359			$11.20 to $11.28
21-Mar-24			(250,000	)		$	11.4109			$11.40 to $11.455
25-Mar-24			(25,487	)		$	11.4009			$11.40 to $11.405
27-Mar-24			(250,000	)		$	11.4005			$11.40 to $11.41
28-Mar-24			(162,182	)		$	11.5000			$11.50 to $11.50
01-Apr-24			(350,000	)		$	11.7333			$11.70 to $11.82
03-Apr-24			(355,000	)		$	11.7785			$11.74 to $11.895
23-Apr-24			(205,000	)		$	11.3062			$11.25 to $11.36
24-Apr-24			(63,052	)		$	11.3005			$11.30 to $11.31

 

(1)

Reflects the weighted average sale price per share of Common Stock sold in multiple transactions. BWG undertakes to provide the SEC staff, upon request, all information regarding the number of shares sold at each separate price within the ranges set forth above.

 

 

Signature

 

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.

 

April 25, 2024

 

	BW Group Limited
	By:	/s/ Nicholas John Oxleigh Fell
	Name:	Nicholas John Oxleigh Fell
	Title:	Authorized Signatory

 

 

SCHEDULE A

 

Directors and Executive Officers of BW Group Limited

 

Name		Business Address		Principal Occupation or Employment		Citizenship
Board of Directors
Andreas Sohmen-Pao		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Chairman, Company Director and President		Austrian
Sir John Rose		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Company Director		British
Christian Clausen		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Company Director		Danish
Thomas Thune Andersen		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Company Director		Danish
Ouma Sananikone		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Company Director		USA & British
Sanjiv Misra		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Company Director		Singaporean
Michael G. Smyth		Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda		Alternate Director to Andreas Sohmen-Pao		British
Executive Officers
Sebastien Jean-Pierre Brochet		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Group Chief Financial Officer		French
Sophie Caroline Oona Smith		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Group Chief Human Resources Officer		British
Yngvil Signe Eriksson Asheim		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Chief Executive Officer, BW LNG		Norwegian
Erik Strømsø		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Chief Executive Officer, BW ESS, and Managing Director, BW Renewables		Norwegian
Billy Chiu		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Executive Vice President		Singaporean
Nicholas John Oxleigh Fell		c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438		Executive Vice President, Corporate Services and General Counsel		British & USA
Susan E. Barit		Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda		Vice President, Bermuda Operations		Canadian