Filing Details

Nordic American Offshore Ltd.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G65772108

(CUSIP Number)

Herbjørn Hansson, Executive Chairman Tel No. 47 33427300, LOM Building 27 Reid Street Hamilton HM 11  Bermuda   with a copy to: Gary J. Wolfe, 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)

May 10, 2017

(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.

* Based on 61,986,847 outstanding common shares, par value $0.01 per share (the "Common Shares") of Nordic American Offshore Ltd. (the "Issuer") as of the date hereof.

* Includes (i) 219,529 Common shares of the Issuer owned by Mr. Hansson directly and (ii) 4,584,711 Common Shares of the Issuer which Mr. Hansson is deemed to beneficially own  through High Seas AS ("High Seas"), of which he is the controlling person.

** Based on 61,986,847 outstanding Common Shares of the Issuer as of the date

CUSIP NO. G65772108

Item 1. Security and Issuer

This Schedule 13D ("Schedule 13D") relates to the common shares, par value $0.01 (the "Common Shares"), of Nordic American Offshore Ltd., a Bermuda company (the "Issuer"). The address of the Issuer's principal executive offices is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.

Item 2. Identity and Background

(a),  (b), (c), (f)     This Schedule 13D is being filed by (i) High Seas AS, a corporation organized under the laws of the Norway and (ii) Mr. Herbjørn Hansson, a citizen of Norway (together, the "Reporting Persons"). Mr. Hansson is the controlling person of High Seas.

The registered address of High Seas is Bekkasinv 12, 3212 Sandefjord, Norway. The principal place of business of High Seas is Bekkasinv 12, 3212 Sandefjord, Norway. The principal business of High Seas is shipping, stock trading, consulting and related business.

The name, citizenship, present principal occupation and principal business address of the directors of High Seas is set forth below. High Seas does not have any executive officers, but Mr. Hansson is the controlling person of High Seas.

Mr. Hansson is a citizen of Norway and his present principal occupation is as Chairman and Chief Executive Officer of Nordic American Tankers Limited and as Executive Chairman and Director of the Issuer.  Mr. Hansson's principal business address is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.

(d)          During the past five years, none of the Reporting Persons or any of the directors of officers listed above have been, to the best of their knowledge, convicted in a criminal proceeding.

(e)          During the past five years, none of the Reporting Persons or any of the directors or officers listed above have been, to the best of their knowledge, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgement, 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

High Seas acquired an aggregate of 2,984,711 of the Common Shares through periodic open market purchases. In March 2017, High Seas acquired 1,600,000 of the Common Shares in the Issuer's registered follow-on offering. Mr. Hansson acquired an aggregate of 219,529 through periodic open market purchases.

The source of funds for all purchases by High Seas was from working capital.

Item 4. Purpose of Transaction

The information contained in Item 3 is incorporated by reference.

The Reporting Persons acquired the Common Shares described in Item 3 for investment purposes.  The Reporting Persons at any time and from time to time may acquire additional Common Shares or dispose of any or all of Common Shares they own depending upon an ongoing evaluation of the investment in the Common Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.

Item 5. Interest in Securities of the Issuer

(a)          As of the date hereof, High Seas may be deemed to be the beneficial owner of 4,584,711 Common Shares, constituting 7.39% of the Common Shares based upon 61,986,847 outstanding Common Shares.  High Seas 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 4,584,711 Common Shares. High Seas 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 4,584,711Common Shares.

(b)          As of the date hereof, Mr. Herbjørn Hansson may be deemed to be the beneficial owner of 4,804,240 Common Shares, constituting 7.75% of the Common Shares based upon 61,986,847 outstanding Common Shares. Mr. Hansson has the sole power to vote or direct the vote of 219,529 Common Shares and the shared power to vote or direct the vote of 4,804,240 Common Shares. Mr. Hansson has the sole power to dispose or direct the disposition of 219,529 Common Shares and the shared power to dispose or direct the disposition of 4,804,240 Common Shares.

(c)          All transactions in the Common Shares effected during the past 60 days by the Reporting Persons are set forth in Annex A, attached to this Schedule 13D and incorporated herein by reference.

(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. Herbjorn Hansson

 

(e)          Not applicable.

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

              Not applicable.

Item 7. Materials to be Filed as Exhibits

Exhibit A: Joint Filing Agreement

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.

 

Exhibit A

The undersigned agree that this Schedule 13D, dated May 16, 2017, relating to the Common Shares, par value $0.01 per share of Nordic American Offshore Ltd. shall be filed on behalf of the undersigned.

Annex A