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)
Frontline Ltd. Par-la-Ville Place, 4th Floor 14 Par-la-Ville Road, Hamilton HM 08 Bermuda Attn: Georgina E. Sousa +1 (441) 295 6935   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 20, 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.

* Frontline Ltd. beneficially owns 837,533 Common Shares (defined in Item 1 below) and its wholly-owned subsidiaries, Frontline 2012 Ltd. and ICB Shipping (Bermuda) Limited, beneficially own 422,825 Common Shares and 10,299 Common Shares, respectively.

* Hemen Holding Limited beneficially owns approximately 48.4% of the issued and outstanding shares of Frontline Ltd. and may be deemed to beneficially own the Common Shares that Frontline Ltd. beneficially owns. Hemen Holding Limited may also be deemed to beneficially own the Common Shares it has lent to Farahead Investments Inc. and the Common Shares that are issuable upon conversion of certain notes under the Bond Agreement (defined below). See Item 6 below.

* 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 "C.K. Limited Trusts"). The C.K. Limited 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.

* Farahead Investments Inc. has borrowed its Common Shares from Hemen Holding Limited. See Item 6 below.

* Greenfields Holding Inc. is the sole shareholder of Farahead Investments Inc. As such, it may be deemed to beneficially own the Common Shares that Farahead Investments Inc. beneficially owns.

* GSA Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the "GSA Limited Trusts," and together with the C.K. Limited Trusts, the "Trusts"). The GSA Limited Trusts are the direct owners of Greenfields Holding Inc. and the indirect owners of Farahead Investments Inc. As such, GSA Limited may be deemed to beneficially own the Common Shares that Greenfields Holding Inc. and Farahead Investments Inc. beneficially own.

* Mr. Fredriksen may be deemed to beneficially own 48,035,739 Common Shares through his indirect influence over Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc., and Greenfields Holding Inc., the shares of which are held in the Trusts, and his ownership of vested options to purchase Common Shares. The Trusts are the sole shareholders of Greenwich Holdings Limited and Greenfields Holding Inc. and the indirect owners of Hemen Holding Limited and Farahead Investments Inc. 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, Greenwich Holdings Limited, Farahead Investments Inc. and Greenfields Holding Inc. 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, Greenwich Holdings Limited, Farahead Investments Inc. and Greenfields Holding Inc.

Item 1. Security and Issuer

This Amendment No. 7 relates to the common shares, par value $0.05 per share (the "Common Shares") of Golden Ocean Group Limited, a Bermuda company (the "Issuer"). The address of the principal executive office of the Issuer is Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.

Item 2. Identity and Background

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.

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

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

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

Item 3. Source and Amount of Funds or Other Consideration

On March 14, 2017, the Issuer agreed, subject to definitive documentation, to acquire two 2017 ice class Panamax vessels from subsidiaries of Seatankers Management Co., Ltd, which are affiliated with Hemen. As partial payment of the purchase price of the vessels, the Issuer issued 1,650,000 Common Shares to Hemen on each of June 20, 2017 and June 21, 2017.  See Exhibit F hereto.

On June 28, 2017, Hemen lent 900,000 Common Shares to Farahead pursuant to the Farahead Share Lending Arrangement. See Item 6 herein.

 

On August 29, 2017 and September 1, 2017, Hemen purchased 20,000,000 additional notes (convertible into approximately 226,886 Common Shares) and 10,800,000 additional notes (convertible into approximately 122,519 Common Shares) in private transactions in connection with the Bond Agreement for aggregate consideration of approximately $19.1 million and $10.3 million, respectively. See Item 6. Funds used to acquire such notes have come from the general working capital of Hemen.

 

On September 6, 2017, Hemen sold 4,460,871 Common Shares on the Oslo Stock Exchange at NOK 73.50 per share (approximately $9.48 per share).

Item 4. Purpose of Transaction

The Reporting Persons may at any time and from time to time 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.

The Reporting Persons have no current plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

(a)-(d)

As of the date hereof, Frontline may be deemed to be the beneficial owner of 1,270,657 Common Shares, constituting 1.0% of the outstanding Common Shares based upon 132,372,992 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, Hemen may be deemed to be the beneficial owner of 48,008,241 Common Shares, constituting 35.9% of the outstanding Common Shares. This percentage ownership is based on 133,784,223 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 132,372,992 Common Shares outstanding and (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement. The 48,008,241 Common Shares includes Frontline's 1,270,657 Common Shares, Farahead's 3,500,000 Common Shares and 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement (as described in Items 2(c) and 6 herein). 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 48,008,241 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 48,008,241 Common Shares.

As of the date hereof, Greenwich, through Hemen, may be deemed to be the beneficial owner of 48,008,241 Common Shares, constituting 35.9% of the outstanding Common Shares. This percentage ownership is based on 133,784,223 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 132,372,992 Common Shares outstanding and (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement. 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 48,008,241 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 48,008,241 Common Shares.

As of the date hereof, C.K. Limited, through Greenwich, may be deemed to be the beneficial owner of 48,008,241 Common Shares, constituting 35.9% of the outstanding Common Shares. This percentage ownership is based on 133,784,223 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 132,372,992 Common Shares outstanding and (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement. 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 48,008,241 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 48,008,241 Common Shares.

As of the date hereof, Farahead may be deemed to be the beneficial owner of 3,500,000 Common Shares, constituting 2.6% of the Common Shares based upon 132,372,992 Common Shares outstanding. Farahead 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 3,500,000 Common Shares. Farahead 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 3,500,000 Common Shares.

As of the date hereof, Greenfields, through Farahead, may be deemed to be the beneficial owner of 3,500,000 Common Shares, constituting 2.6% of the Common Shares based upon 132,372,992 Common Shares outstanding. Greenfields 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 3,500,000 Common Shares. Greenfields 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 3,500,000 Common Shares.

As of the date hereof, GSA Limited, through Greenfields, may be deemed to be the beneficial owner of 3,500,000 Common Shares, constituting 2.6% of the Common Shares based upon 132,372,992 Common Shares outstanding. GSA 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 3,500,000 Common Shares. GSA 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 3,500,000 Common Shares.

As of the date hereof, Mr. Fredriksen may be deemed to beneficially own 48,035,739 Common Shares through his indirect influence over Hemen, Greenwich, Farahead and Greenfields, the shares of which are held in the Trusts, and his ownership of 27,498 vested options each representing one Common Share, constituting in the aggregate 35.9% of the outstanding Common Shares. This percentage ownership is based on 133,811,721 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 132,372,992 Common Shares outstanding, (ii) 1,411,231 Common Shares that are issuable to Hemen upon conversion of certain notes at an exercise price of $88.15 per Common Share in connection with the Bond Agreement; and (iii) 27,498 Common Shares issuable upon the exercise of 27,498 vested options by Mr. Fredriksen. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 48,008,241 Common Shares beneficially owned by Hemen, Greenwich, Farahead and Greenfields except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 48,008,241 Common Shares beneficially owned by Hemen, Greenwich, Farahead and Greenfields.

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

Item 7. Materials to be Filed as Exhibits

Exhibit A: Joint Filing Agreement.

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

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

Exhibit D: The Bond Agreement (incorporated by reference to the Reporting Persons' Schedule 13D/A filed with the Commission on April 28, 2015).

Exhibit E: First Amendment to the Bond Agreement (incorporated by reference to the Reporting Persons' Schedule 13D/A filed with the Commission on April 28, 2015).

Exhibit F: Transaction Agreement among Amber Shipowning Ltd., Opal Shipowning Ltd., Hemen Holding Limited and Sterna Finance Limited, dated June 9, 2017.

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).