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)

Hemen Holding Limited c/o Seatankers Management Co Ltd P.O. Box 53562 CY-3399 Limassol Cyprus Attn: Spyros Episkopou +1 (357) 25-858-300   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)

November 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.

* 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 (defined below) 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.

* Frontline Ltd. beneficially owns 1,260,358 Common Shares, which it has the right to acquire within 60 days as described in Item 5 herein. ICB Shipping (Bermuda) Limited, Frontline Ltd.'s wholly-owned subsidiary, also beneficially owns 10,299 Common Shares.

* 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.

* 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 52,008,241 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. 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.

This Amendment No. 8 (this "Amendment No. 8") amends and supplements the Schedule 13D/A (the "Schedule 13D/A") filed by Hemen Holding Limited, a company incorporated in Cyprus ("Hemen"), Frontline Ltd., a Bermuda exempted company ("Frontline"), Greenwich Holdings Limited, a company incorporated in Cyprus ("Greenwich"), C.K. Limited, a company incorporated in Jersey ("C.K. Limited"), Farahead Investments Inc., a company incorporated in Liberia ("Farahead"), Greenfields Holding Inc., a company incorporated in Liberia ("Greenfields"), GSA Limited, a company incorporated in Jersey ("GSA Limited"), and John Fredriksen, a citizen of Cyprus ("Fredriksen," and, together with Frontline, Hemen, Greenwich, C.K. Limited, Farahead, Greenfields and GSA Limited, the "Reporting Persons") on September 8, 2017, with respect to the common shares, par value $0.05 per share (the "Common Shares") of Golden Ocean Group Limited, a Bermuda exempted company (the "Issuer"). Capitalized terms used in this Amendment No. 8 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D/A. Except as specifically amended by this Amendment No. 8, the Schedule 13D/A is unchanged.

Item 3. Source and Amount of Funds or Other Consideration

On October 16, 2017, the Issuer entered into a binding heads of agreement (the "Heads of Agreement") to acquire, subject to final documentation, the completion of the Issuer's public equity offering and entry into the seller's credit loans, two Capesize dry bulk vessels (the Sea Behike and Sea Monterrey) from affiliates of Hemen at a price of $43.0 million per vessel. See Exhibits G, H and I hereto. As partial payment of the purchase price for the Sea Behike and Sea Monterrey, the Issuer issued 2,000,000 Common Shares to Hemen on each of November 20, 2017 and January 18, 2018, respectively.

Item 5. Interest in Securities of the Issuer

(a)-(d) As of the date hereof, Hemen may be deemed to be the beneficial owner of 52,008,241 Common Shares, constituting 35.7% of the outstanding Common Shares. This percentage ownership is based on 145,608,927 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 144,197,697 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 52,008,241 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. 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 52,008,241 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 52,008,241 Common Shares.

As of the date hereof, Frontline may be deemed to be the beneficial owner of 1,270,657 Common Shares, constituting 0.9% of the outstanding Common Shares based upon 144,197,697 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, Greenwich, through Hemen, may be deemed to be the beneficial owner of 52,008,241 Common Shares, constituting 35.7% of the outstanding Common Shares. This percentage ownership is based on 145,608,927 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 144,197,697 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 52,008,241 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 52,008,241 Common Shares.

As of the date hereof, C.K. Limited, through Greenwich, may be deemed to be the beneficial owner of 52,008,241 Common Shares, constituting 35.7% of the outstanding Common Shares. This percentage ownership is based on 145,608,927 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 144,197,697 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 52,008,241 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 52,008,241 Common Shares.

As of the date hereof, Farahead may be deemed to be the beneficial owner of 3,500,000 Common Shares, constituting 2.4% of the Common Shares based upon 144,197,697 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 2.4% of the Common Shares based upon 144,197,697 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 2.4% of the Common Shares based upon 144,197,697 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 52,008,241 Common Shares through his indirect influence over Hemen, Greenwich, Farahead and Greenfields, the shares of which are held in the Trusts, constituting in the aggregate 35.7% of the outstanding Common Shares. This percentage ownership is based on 145,608,927 Common Shares outstanding, which is calculated for this Schedule 13D/A purposes by taking the sum of (i) 144,197,697 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 beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 52,008,241 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 52,008,241 Common Shares beneficially owned by Hemen, Greenwich, Farahead and Greenfields.

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 filed with the Commission on May 5, 2014).

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

Exhibit D: The Bond Agreement (incorporated by reference to the Reporting Persons' Schedule 13D 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 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 (incorporated by reference to the Reporting Persons' Schedule 13D filed with the Commission on September 8, 2017).

Exhibit G: Heads of Agreement, dated October 16, 2017, by and among, Golden Ocean Group Limited, Hemen Holding Limited, Dedalos Shipowning Inc., Ikaros Shipowning Inc., and Sterna Finance Ltd.

Exhibit H: Memorandum of Agreement, dated October 27, 2017, by and between Dedalos Shipowning Inc. and Golden Behike Inc.

Exhibit I: Memorandum of Agreement, dated October 27, 2017, by and between Ikaros Shipowning Inc. and Golden Monterrey Inc.

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).