Sec Form 4 Filing - WLR Recovery Fund V DSS AIV, L.P. @ Diamond S Shipping Inc. - 2019-12-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WLR Recovery Fund V DSS AIV, L.P. 2. Issuer Name and Ticker or Trading Symbol Diamond S Shipping Inc. [ DSSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WL ROSS & CO. LLC, 1166 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2019 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/04/2019 S 99,130 D $ 13.475 8,940,130 I see footnote ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WLR Recovery Fund V DSS AIV, L.P. C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 X WLR Select Co-Investment, L.P. C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 X WLR/GS Master Co-Investment, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 X WLR Recovery Associates V DSS AIV, L.P. C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 X WLR Recovery Associates V DSS AIV GP, Ltd. C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 X WLR Select Associates DSS, L.P. C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 X WLR Select Associates DSS GP, Ltd. C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 X WLR Master Co-Investment GP LLC C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS NEW YORK, NY10036 X Signatures WLR Recovery Fund V DSS AIV, L.P.By: WLR Recovery Associates V DSS AIV, L.P., its General PartnerBy: WLR Recovery Associates V DSS AIV GP, Ltd., its General PartnerBy: /s/ Stephen ToyName: Stephen ToyTitle: Director 12/05/2019 Signature of Reporting Person Date WLR Select Co-Investment, L.P. By: WLR Select Associates DSS, L.P., its General Partner By: WLR Select Associates DSS GP, Ltd., its General Partner By: /s/ Stephen Toy Name: Stephen Toy Title: Director 12/05/2019 Signature of Reporting Person Date WLR/GS Master Co-Investment, L.P. By: WLR Master Co-Investment GP, LLC, its general partner By: /s/ Lee Phegley Name: Lee Phegley Title: Authorized Signatory 12/05/2019 Signature of Reporting Person Date WLR Recovery Associates V DSS AIV, L.P. By: WLR Recovery Associates V DSS AIV GP, Ltd., its General Partner By: /s/ Stephen Toy Name: Stephen Toy Title: Director 12/05/2019 Signature of Reporting Person Date WLR Recovery Associates V DSS AIV GP, Ltd. By: /s/ Stephen Toy Name: Stephen Toy Title: Director 12/05/2019 Signature of Reporting Person Date WLR Select Associates DSS, L.P. By: WLR Select Associates DSS GP, Ltd., its General Partner By: /s/ Stephen Toy Name: Stephen Toy Title: Director 12/05/2019 Signature of Reporting Person Date WLR Select Associates DSS GP, Ltd. By: /s/ Stephen Toy Name: Stephen Toy Title: Director 12/05/2019 Signature of Reporting Person Date WLR Master Co-Investment GP, LLC By: /s/ Lee Phegley Name: Lee Phegley Title: Authorized Signatory 12/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 5,235,125 shares held directly by WLR Recovery Fund IV DSS AIV, L.P., 1,197,357 shares held directly by WLR Recovery Fund V DSS AIV, L.P., 1,788,026 shares held directly by WLR Select Co-Investment, L.P., 688,986 shares held directly by WLR/GS Master Co-Investment, L.P., 19,390 common shares held directly by WLR IV Parallel ESC, L.P. and 11,246 shares held directly by WLR V Parallel ESC, L.P. (collectively, the "WLR Investors"). ( 2 )WLR Recovery Associates IV DSS AIV GP, Ltd. is the general partner of WLR Recovery Associates IV DSS AIV, L.P., which in turn is the general partner of WLR Recovery Fund IV DSS AIV, L.P. WLR Recovery Associates V DSS AIV GP, Ltd. is the general partner of WLR Recovery Associates V DSS AIV, L.P., which in turn is the general partner of WLR Recovery Fund V DSS AIV, L.P. WLR Select Associates DSS GP, Ltd. is the general partner of WLR Select Associates DSS, L.P., which in turn is the general partner of WLR Select Co-Investment, L.P. WLR Master Co-Investment GP, LLC is the general partner of WLR/GS Master Co-Investment, L.P. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is the general partner of WLR IV Parallel ESC, L.P. Invesco Private Capital, Inc. is the managing member of INVESCO WLR V Associates LLC, which is the general partner of WLR V Parallel ESC, L.P. WL Ross & Co. LLC serves as the investment manager to each of the WLR Investors.

Remarks: Due to the limitations of the SEC's electronic filing system, each of WLR Recovery Fund IV DSS AIV, L.P., WLR IV Parallel ESC, L.P., WLR V Parallel ESC, L.P., WLR Recovery Associates IV DSS AIV, L.P., WLR Recovery Associates IV DSS AIV GP, Ltd., INVESCO WLR IV Associates LLC, INVESCO WLR V Associates LLC, Invesco Private Capital, Inc. and WL Ross & Co. LLC have filed a separate Form 4 disclosing ownership of the shares reported herein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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