13D Filing: Bw Group Ltd and D H T Holdings Inc (NYSE:DHT)

CUSIP No. Y2065G121

SCHEDULE 13D

Page 2 of 8

1

NAMES OF REPORTING PERSONS

BW Group Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

☐

(b)

☐

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

32,024,395 (1)

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

32,024,395 (1)

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

32,024,395 (1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.3% (2)

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

(1)

Excludes 15,700 shares of Preferred Stock (as defined herein), which automatically convert into 15,700,000 shares of Common Stock (as defined herein) upon the Mandatory Exchange (as defined herein).

(2)

Based on the sum of (1) 94,622,903 shares of Common Stock outstanding as of March 21, 2017, and (2) 32,024,395 shares of Common Stock that will be issued by the Issuer to the reporting person in connection with the transaction described herein.