Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 13D

Under the Securities Exchange Act of 1934

Golar LNG Limited

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G9456A100

(CUSIP Number)

Bjørn Isaksen c/o Magni Partners Limited, 40 Bruton Street, London W1J 6QZ, England.   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)

June 14, 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 that 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. [   ]   Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

(1) These shares consist of (i) 2,008,188 Common Shares (defined below) and (ii) forward contracts to purchase an aggregate 875,000 Common Shares. Taran Holdings Limited also possesses economic exposure to an aggregate of 212,765 notional Common Shares, representing approximately 0.2% of the outstanding shares, due to certain cash-settled total return swap agreements, which are included in the information above, as further explained in Item 6.

(1)          These shares consist of (i) 50,000 Common Shares and (ii) 600,000 options to purchase Common Shares.

 

ITEM 1.                          Security and Issuer.

This schedule relates to the common shares, par value $1.00 per share (the "Common Shares") of Golar LNG Limited, a Bermuda corporation (the "Issuer"), whose principal executive offices are located at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda.

ITEM 2.                          Identity and Background.

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

 

ITEM 3.                          Source and Amount of Funds or Other Consideration.

Mr. Trøim was previously awarded certain options and Common Shares as compensation for his role as an officer and director of the Issuer or purchased such securities with personal funds.

Taran Holdings previously purchased Common Shares with general working capital and entered into forward contracts with DNB Markets, Inc. as the counterparty providing for the purchase of Common Shares.

Drew Holdings recently purchased (i) 600,000 options to purchase Common Shares for an aggregate of $1,797,630 (plus commissions) and (ii) 50,000 Common Shares in various open-market transactions and block trades for an aggregate of $1,034,180 (plus commissions).  Funds used to acquire such options and Common Shares have come from the general working capital of Drew Holdings.

ITEM 4.                          Purpose of Transaction.

ITEM 5.                          Interest in Securities of the Issuer.

(a) – (b) Based on information provided by the Issuer, the Issuer had 101,080,673 Common Shares outstanding as of the date hereof. Based upon the foregoing and including the 212,765 notional Common Shares due to certain cash-settled total return swap agreements as of the date hereof and Mr. Trøim's 12,771 vested options to purchase Common Shares, the Reporting Persons' beneficial ownership is as set forth below:

 

Except as described above, no other Common Shares are beneficially owned by the persons named in Item 2.

 

 

Taran Holdings has entered into certain cash-settled total return swaps with DNB Markets, Inc. as the counterparty (the "Total Return Swaps"). The swaps represent economic exposure to 212,765 notional Common Shares. The Total Return Swaps provide Taran Holdings with economic results that are comparable to ownership but do 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 the subject of the Total Return Swaps. Taran Holdings has economic exposure to an aggregate of 212,765 notional Common Shares, pursuant to the Total Return Swaps (representing approximately 0.2% of the outstanding Common Shares on the same basis.

Taran Holdings entered into forward contracts with DNB Markets, Inc. as the counterparty providing for the purchase of an aggregate of 875,000 Common Shares (each a "Forward Contract"). Each of the Forward Contracts has a final valuation date of September 1, 2017. Until the settlement date, none of the Forward Contracts give the Reporting Persons voting and dispositive control over the Shares to which such contracts relate.

To the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Issuer.

ITEM 7.                          Materials to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement.

Exhibit B: Information concerning transactions during the past 60 days.

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Exhibit A

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13D, dated June 19, 2017, relating to the Common Shares, par value $1.00 per share of Golar LNG Limited, shall be filed on behalf of the undersigned.

 

Exhibit B