Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Eneti Inc.
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
Y2294C107
(CUSIP Number)
|
Hiroshi Tachigami Marubeni Corporation Tokyo, 100-8088, Japan +81-3-3282-9779 |
(Name, Address
and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 13, 2023
(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), 13d-1(f) or 13d-1(g) check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
* 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.
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).
| CUSIP No. Y2294C107 | 13D | Page 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marubeni Corporation | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||||
| 3 |
SEC USE ONLY
| ||||
| 4 |
SOURCE OF FUNDS (See Instructions) OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Japan | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | |||
| 8 |
SHARED VOTING POWER 3,257,958 | ||||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||||
| 10 |
SHARED DISPOSITIVE POWER 3,257,958 | ||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,257,958 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% (1) | ||||
| 14 |
TYPE OF REPORTING PERSON (See Instructions) CO | ||||
| (1) | The calculation of this percentage is based on an aggregate 38,446,394 Common Shares outstanding as of February 9, 2023. |
| CUSIP No. Y2294C107 | 13D | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Japan Offshore Wind Power LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||||
| 3 |
SEC USE ONLY
| ||||
| 4 |
SOURCE OF FUNDS (See Instructions) OO | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | o | |||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Japan | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | |||
| 8 |
SHARED VOTING POWER 3,257,958 | ||||
| 9 |
SOLE DISPOSITIVE POWER 0 | ||||
| 10 |
SHARED DISPOSITIVE POWER 3,257,958 | ||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,257,958 | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | o | |||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% (1) | ||||
| 14 |
TYPE OF REPORTING PERSON (See Instructions) CO | ||||
| (1) | The calculation of this percentage is based on an aggregate 38,446,394 Common Shares outstanding as of February 9, 2023. |
This Amendment No. 8 (this “Amendment No. 8”) is filed by Marubeni Corporation and Japan Offshore Wind Power LLC (together, the “Reporting Persons”) and relates to the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on August 23, 2021 (as amended and supplemented on November 12, 2021 by that certain Amendment No. 1 to the Schedule 13D, as further amended and supplemented on May 16, 2022 by that certain Amendment No. 2 to the Schedule 13D, as further amended and supplemented on July 5, 2022 by that certain Amendment No. 3 to the Schedule 13D, as further amended and supplemented on October 7, 2022 by that certain Amendment No. 4 to the Schedule 13D, as further amended and supplemented on December 1, 2022 by that certain Amendment No. 5 to the Schedule 13D, as further amended and supplemented on January 26, 2023 by that certain Amendment No. 6 to the Schedule 13D, as further amended and supplemented on March 3, 2023 by that certain Amendment No. 7 to the Schedule 13D, and as amended and supplemented through the date of this Amendment No. 8, the “Schedule 13D”) by the reporting persons named therein, relating to the common shares, par value $0.01 per share (the “Common Shares”), of Eneti Inc., a corporation organized under the laws of the Republic of the Marshall Islands. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
This Amendment No. 8 amends Items 4, 5 and 6 of the Schedule 13D as set forth below:
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby supplemented by adding the following:
“Termination of Rule 10b5-1 Trading Plan
On March 13, 2023, JOWP terminated its Rule 10b5-1 Trading Plan with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (the “10b5-1 Plan”).”
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) Each Reporting Person may be deemed to beneficially own the aggregate number and percentage of the class of Common Shares (based on the number of Common Shares outstanding as contained in the most recently available filing with the Commission by the Company) set forth in rows 11 and 13, respectively, on the second part of the on the cover page to this Schedule 13D for such Reporting Person, and such information is incorporated by reference herein.
The numbers of Common Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in rows 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for such Reporting Person, and such information is incorporated herein by reference.
Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the other persons set forth on Schedule A hereto, beneficially owns any Common Shares or has the right to acquire any Common Shares, or has the power to vote or to direct the vote or to dispose or direct the disposition of any Common Shares.
(c) Schedule B to the Schedule 13D, which is incorporated herein by reference, sets forth prior transactions effected by the Reporting Persons in accordance with Item 5(c) of Schedule 13D. All transactions reported on Schedule B were effected pursuant to JOWP’s 10b5-1 Plan.
(d) Not applicable.
(e) Not applicable.
| Page 4 of 8 Pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby supplemented by adding the following:
“Termination of Rule 10b5-1 Trading Plan
As described in Item 4 above, on March 13, 2023, JOWP terminated the 10b5-1 Plan.”
| Page 5 of 8 Pages |
| SIGNATURE |
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.
Date: March 15, 2023
| MARUBENI CORPORATION | ||
| By: | /s/ Hiroshi Tachigami | |
| Name: | Hiroshi Tachigami | |
| Title: | General Manager, Offshore Wind & Domestic Renewable Energy Dept. | |
| JAPAN OFFSHORE WIND POWER LLC | ||
| By: | /s/ Hiroshi Tachigami | |
| Name: | Hiroshi Tachigami | |
| Title: | Director | |
[Signature Page to Amendment No. 8 to Schedule 13D]
SCHEDULE B
| Date of Transaction | Transaction | Number of Shares | Price Per Share* | Price Range* |
| December 2, 2022 | Sold | 8,636 | $9.35 | $9.05 to $9.47 |
| December 5, 2022 | Sold | 8,476 | $9.43 | $9.36 to $9.57 |
| December 6, 2022 | Sold | 12,960 | $9.43 | $9.35 to $9.62 |
| December 7, 2022 | Sold | 16,067 | $9.40 | $9.32 to $9.52 |
| December 8, 2022 | Sold | 7,900 | $9.48 | $9.26 to $9.57 |
| December 9, 2022 | Sold | 6,767 | $9.49 | $9.33 to $9.69 |
| December 12, 2022 | Sold | 14,470 | $9.56 | $9.39 to $9.68 |
| December 13, 2022 | Sold | 8,900 | $9.57 | $9.48 to $9.70 |
| December 14, 2022 | Sold | 7,696 | $9.59 | $9.46 to $9.74 |
| December 15, 2022 | Sold | 9,572 | $9.38 | $9.28 to $9.54 |
| December 16, 2022 | Sold | 11,100 | $9.33 | $9.22 to $9.42 |
| December 19, 2022 | Sold | 6,945 | $9.19 | $9.10 to $9.46 |
| December 20, 2022 | Sold | 11,200 | $9.71 | $9.39 to $9.89 |
| December 21, 2022 | Sold | 15,400 | $10.18 | $9.85 to $10.39 |
| December 22, 2022 | Sold | 12,572 | $9.78 | $9.61 to $10.31 |
| December 23, 2022 | 10,036 | $9.97 | $9.69 to $10.18 | |
| December 27, 2022 | Sold | 6,800 | $10.00 | $9.83 to $10.41 |
| December 28, 2022 | Sold | 7,176 | $9.80 | $9.72 to $9.93 |
| December 29, 2022 | Sold | 8,245 | $10.01 | $9.78 to $10.14 |
| December 30, 2022 | Sold | 6,976 | $9.99 | $9.86 to $10.09 |
| January 3, 2023 | Sold | 13,461 | $9.79 | $9.53 to $10.16 |
| January 4, 2023 | Sold | 15,100 | $9.72 | $9.56 to $9.93 |
| January 5, 2023 | Sold | 13,600 | $9.82 | $9.71 to $10.01 |
| January 6, 2023 | Sold | 39,700 | $10.08 | $9.71 to $10.50 |
| January 10, 2023 | Sold | 11,400 | $10.32 | $10.09 to $10.44 |
| January 11, 2023 | Sold | 9,576 | $10.16 | $10.04 to $10.51 |
| January 12, 2023 | Sold | 7,500 | $10.30 | $10.00 to $10.44 |
| January 13, 2023 | Sold | 12,351 | $10.59 | $10.31 to $10.71 |
| January 17, 2023 | Sold | 8,100 | $10.72 | $10.48 to $10.80 |
| January 18, 2023 | Sold | 11,687 | $10.62 | $10.27 to $11.00 |
| January 19, 2023 | Sold | 8,267 | $10.48 | $10.19 to $10.66 |
| January 20, 2023 | Sold | 6,600 | $10.55 | $10.44 to $10.70 |
| January 23, 2023 | Sold | 9,746 | $10.04 | $9.84 to $10.55 |
| January 24, 2023 | Sold | 9,794 | $9.70 | $9.42 to $9.94 |
| January 25, 2023 | Sold | 13,353 | $10.00 | $9.53 to $10.27 |
| January 26, 2023 | Sold | 8,151 | $10.31 | $10.18 to $10.40 |
| January 27, 2023 | Sold | 16,989 | $10.11 | $10.00 to $10.45 |
| January 30, 2023 | Sold | 9,154 | $10.16 | $10.08 to $10.36 |
| Page 7 of 8 Pages |
SCHEDULE B
| January 31, 2023 | Sold | 12,679 | $10.49 | $10.17 to $10.59 |
| February 1, 2023 | Sold | 8,679 | $10.69 | $10.59 to $10.83 |
| February 2, 2023 | Sold | 12,287 | $9.82 | $9.64 to $10.16 |
| February 2, 2023 | Sold | 6,065 | $10.47 | $10.16 to $10.81 |
| February 3, 2023 | Sold | 13,179 | $9.81 | $9.66 to $10.06 |
| February 6, 2023 | Sold | 7,878 | $9.83 | $9.77 to $9.95 |
| February 7, 2023 | Sold | 8,156 | $9.88 | $9.73 to $10.05 |
| February 8, 2023 | Sold | 10,099 | $9.80 | $9.69 to $9.98 |
| February 9, 2023 | Sold | 19,800 | $10.64 | $10.30 to $11.20 |
| February 10, 2023 | Sold | 9,852 | $9.39 | $9.10 to $9.66 |
| February 10, 2023 | Sold | 20,548 | $10.37 | $9.67 to $10.62 |
| February 13, 2023 | Sold | 22,400 | $10.30 | $10.06 to $10.84 |
| February 14, 2023 | Sold | 8,601 | $10.33 | $10.11 to $10.48 |
| February 15, 2023 | Sold | 10,064 | $10.24 | $10.16 to $10.34 |
| February 16, 2023 | Sold | 32,036 | $9.85 | $9.57 to $10.13 |
| February 17, 2023 | Sold | 12,000 | $10.01 | $9.86 to $10.10 |
| February 21, 2023 | Sold | 15,500 | $9.83 | $9.67 to $10.15 |
| February 22, 2023 | Sold | 30,447 | $9.92 | $9.58 to $10.31 |
| February 22, 2023 | Sold | 25,053 | $10.44 | $10.31 to $10.72 |
| February 24, 2023 | Sold | 19,400 | $10.16 | $10.07 to $10.40 |
| February 27, 2023 | Sold | 13,100 | $10.24 | $10.09 to $10.51 |
| February 28, 2023 | Sold | 13,000 | $10.55 | $10.20 to $10.71 |
| March 1, 2023 | Sold | 11,037 | $10.54 | $10.34 to $10.66 |
| March 2, 2023 | Sold | 10,424 | $10.64 | $10.55 to $10.68 |
| March 3, 2023 | Sold | 10,849 | $10.58 | $10.45 to $10.76 |
| March 6, 2023 | Sold | 10,986 | $10.36 | $10.23 to $10.60 |
| March 7, 2023 | Sold | 13,178 | $10.28 | $10.15 to $10.41 |
| March 8, 2023 | Sold | 9,500 | $10.40 | $10.32 to $10.51 |
| March 9, 2023 | Sold | 14,300 | $10.07 | $9.94 to $10.43 |
| March 10, 2023 | Sold | 11,100 | $9.85 | $9.63 to $10.15 |
*The Price Per Share reported above is a weighted average price. The Reporting Persons undertake to provide upon request by the staff of the Commission full information regarding the number of shares purchased or sold at each separate price.
Page 8 of 8 Pages