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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Golar LNG Limited (Name of Issuer) |
Common Shares, par value $1.00 per share (Title of Class of Securities) |
G9456A100 (CUSIP Number) |
Jonathan Parr 5 Caves Village, West Bay Street, Nassau, C5, 0000000 44 20 7355 9150 Nicholas P. Pellicani Debevoise & Plimpton LLP, The Northcliffe, 28 Tudor Street London, X0, EC4Y 0AY 44 020 7786 9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/20/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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).
SCHEDULE 13D
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| CUSIP No. | G9456A100 |
| 1 |
Name of reporting person
Naria Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BAHAMAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,284,166.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage of Common Shares reported as beneficially owned is calculated based on the number of Common Shares described above and, as the denominator, 104,534,703 Common Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F, filed with the SEC on March 27, 2025.
SCHEDULE 13D
|
| CUSIP No. | G9456A100 |
| 1 |
Name of reporting person
Perenco International Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BAHAMAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,284,166.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The percentage of Common Shares reported as beneficially owned is calculated based on the number of Common Shares described above and, as the denominator, 104,534,703 Common Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F, filed with the SEC on March 27, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, par value $1.00 per share |
| (b) | Name of Issuer:
Golar LNG Limited |
| (c) | Address of Issuer's Principal Executive Offices:
S.E. Pearman Building, 2nd Floor, 9 Par-la-Ville Road, Hamilton,
BERMUDA
, HM 11. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed jointly on behalf of Naria Inc. ("Naria") and Perenco International Limited ("Perenco" and, together with Naria, the "Reporting Persons"). Information regarding the directors and officers of each Reporting Person is set forth in Exhibit 99.1 attached hereto and incorporated herein by reference. The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 15, 2025, a copy of which is filed with this Schedule 13D as Exhibit 99.2. |
| (b) | The principal business office of each Reporting Person is Perenco, 5 Caves Village, West Bay Street, Nassau, Bahamas. |
| (c) | The principal business of Naria, Inc. is the implementation of Perenco's investment and asset management strategy regarding companies in the energy sector or companies providing services to those in the energy sector (including traditional energy or energy transition). The principal business of Perenco is manager of holdings of strategic investments in a variety of industries worldwide. Information regarding the directors and officers of each Reporting Person is set forth in Annex A, which is filed with this Schedule 13D as Exhibit 99.1 and incorporated herein by reference. |
| (d) | During the last five years, none of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed in Annex A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed in Annex A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each Reporting Person is organized and exists under the laws of the Commonwealth of The Bahamas. Information regarding the directors and officers of each Reporting Person is set forth in Annex A, which is filed with this Schedule 13D as Exhibit 99.1 and incorporated herein by reference. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Between November 6, 2023 and November 11, 2023, Naria acquired 4,487,166 Common Shares in open market purchases at the prices and on the dates set forth in Exhibit 99.3 hereto. Naria funded these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand. On August 8, 2024 and August 9, 2024, Naria acquired 3,500,000 Common Shares and 2,000,000 Common Shares, respectively, upon the exercise of call options, at a total per share price of $25.26. Naria funded the exercise price and call option premium using capital contributed from affiliated entities, which funded that capital using cash on hand. | |
| Item 4. | Purpose of Transaction |
Each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of this Schedule 13D, although each Reporting Person expects to evaluate on an ongoing basis the Issuer's financial condition and prospects and its interest in, and intentions with respect to, a variety of transactions that could create shareholder value, including business combinations, acquisitions and refinancing opportunities. Accordingly, each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate. The Reporting Person who holds Common Shares directly acquired those securities as an investment in the regular course of business. The Reporting Persons may engage in discussions with management, the Issuer's board of directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Mr. Benoit de la Fouchardiere, Former Chief Executive Officer and Group General Manager of Perenco, has served as a director of the Issuer since May 20, 2025. The Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional Common Shares in the open market, block trades, negotiated transactions, or otherwise. The Reporting Persons may also dispose of all or a portion of the Issuer's securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities, in each case, subject to limitations under applicable law and, as applicable, any lock-up agreements which may be entered into the future. The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons' future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise. The Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See the responses to Items 11 and 13 on the attached cover pages. The percentage set forth in Row 13 of the attached cover pages are calculated based on 104,534,703 Common Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F, filed with the SEC on March 27, 2025. |
| (b) | See the responses to Items 7 through 10 on the attached cover pages. Naria directly owns 10,284,166 Common Shares. Such securities may be deemed to be beneficially owned by Perenco, its parent holding company, whose board (comprised of three or more individuals) exercises voting and investment power over the securities. Each of the affiliated entities, officers, directors, partners, members and managers of the Reporting Persons disclaim beneficial ownership of these securities. |
| (c) | Not applicable |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Joint Filing Agreement A Joint Filing Agreement, dated August 15, 2025, by and among the Reporting Persons has been executed by the Reporting Persons, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Annex A 99.2 Joint Filing Agreement 99.3 Open Market Purchase Schedule |
| 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.
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