Nordic American Offshore Ltd.
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(Name of Issuer)
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Common Shares, par value $0.01 per share
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(Title of Class of Securities)
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G65772108
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(CUSIP Number)
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Herbjørn Hansson, Executive Chairman
Tel No. 47 33427300,
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
with a copy to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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December 11, 2018
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ].
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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).
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*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.
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CUSIP No.
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G65772108
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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High Seas AS
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Norway
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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7,484,711
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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[_]
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7,484,711
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,484,711
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.15%*
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14.
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TYPE OF REPORTING PERSON
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OO
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* |
Based on 73,741595 outstanding common shares, par value $0.01 per share (the "Common Shares") of Nordic American Offshore Ltd. (the "Issuer") as of the date hereof.
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CUSIP No.
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G65772108
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Herbjørn Hansson
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
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(b) [_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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Not Applicable
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Norway
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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219,529
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8.
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SHARED VOTING POWER
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7,484,711
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9.
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SOLE DISPOSITIVE POWER
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219,529
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10.
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SHARED DISPOSITIVE POWER
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[_]
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7,484,711
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,704,240*
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.45%**
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14.
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TYPE OF REPORTING PERSON
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IN
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* |
Includes (i) 219,529 Common shares of the Issuer owned by Mr. Hansson directly and (ii) 7,484,711 Common Shares of the Issuer which Mr. Hansson is deemed to beneficially own through High Seas AS ("High Seas"), of which he is the controlling person.
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** |
Based on 73,741,595 outstanding Common Shares of the Issuer as of the date
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CUSIP No.
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G65772108
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Herbjørn Hansson
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Director
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Mr. Hansson's principal business address is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda. Mr. Hansson is a citizen of Norway.
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Wilhelm Loennecken Holst
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Director
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Mr. Holst's principal business address is Fredriksborgveien 23C, 0286 Oslo, Norway. Mr. Holst is a citizen of Norway and his principal occupation is as a consultant.
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Materials to be Filed as Exhibits
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Exhibit A
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Joint Filing Agreement
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December 21, 2018
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(Date)
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High Seas AS
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By: /s/ Herbjørn Hansson
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Name: Herbjørn Hansson
Title: Director
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/s/ Herbjørn Hansson
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(Signature)
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Herbjørn Hansson
(Name)
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December 21, 2018
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(Date)
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High Seas AS
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By: /s/ Herbjørn Hansson
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Name: Herbjørn Hansson
Title: Director
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/s/ Herbjørn Hansson
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(Signature)
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Herbjørn Hansson
(Name)
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