Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
Ardmore Shipping Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y0207T100
(CUSIP Number)
GA Holdings LLC c/o Greenbriar Equity Group LLC
555 Theodore Fremd Avenue, Suite A-201 Rye, NY 10580 (914) 925-9600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 28, 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.

Schedule 13D/A
CUSIP No.	Y0207T100

ITEM 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a) – (b) As of November 30, 2017, the Reporting Persons no longer beneficially owned any Common Shares.

(c) On November 28, 2017, GA Holdings agreed to sell, in an underwritten public offering (the "Offering"), 5,579,978 Common Shares at a public offering price of $8.10 per share ($7.71525 per share if including underwriting fees and commissions). In connection with the Offering, GA Holdings also agreed to (i) sell to the Issuer, in a privately-negotiated transaction, an additional 85,654 Common Shares at $7.71525 per share and (ii) distribute to certain of its members not affiliated with GEF Fund II, GEF Fund II-A, GEC Capital, Greenbriar Holdings, Mr. Beckman, Mr. Greenwald and Mr. Jones an aggregate 122,310 Common Shares for no consideration. Except as set forth in this Amendment No. 1, no other transactions in the Common Shares were effected by the persons enumerated in Item 2 during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) As a result of the transactions described herein, on November 30, 2017, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Shares. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

On November 26, 2017, GA Holdings entered into a share purchase agreement with the Issuer pursuant to which the Issuer agreed to purchase from GA Holdings 85,654 Common Shares at a purchase price per share equal to the price per share paid by the Underwriter (defined below) in the Offering. See Exhibit D.

On November 28, 2017, GA Holdings entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC (the "Underwriter") and the Issuer. Pursuant to the Underwriting Agreement, on November 28, 2017, GA Holdings sold to the Underwriter an aggregate of 5,579,978 Common Shares at a public offering price of $8.10 per share ($7.71525 per share if including underwriting fees and commissions). See Exhibit E.

On November 30, 2017, in connection with the Offering, GA Holdings (i) distributed (the "Distribution") an aggregate 122,310 Common Shares (the "Distributed Shares") for no consideration to certain of its members not affiliated with GEF Fund II, GEF Fund II-A, GEC Capital, Greenbriar Holdings, Mr. Beckman, Mr. Greenwald and Mr. Jones and (ii) following the Distribution agreed to assign all of its rights, title and interest under the Registration Rights Agreement, dated June 13, 2016, between GA Holdings and the Issuer, to the distributees. See Exhibit F.

ITEM 7.           Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

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.

 

	GERALD GREENWALD*
		/s/ Gerald Greenwald

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

________________________________________

* The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.