UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

GLOBAL SHIP LEASE, INC.

(Name of Issuer)

 

Class A Common Shares, Par Value $0.01 per share  

(Title of Class of Securities)

Y27183105

(CUSIP Number)

 

Michael S. Gross

500 Park Avenue, 5th Floor

New York, NY 10022

          (212) 993-1670           

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 24, 2009

(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 [  ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 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).

 

I.R.S. Identification Nos. of above persons (entities only)

 

Michael S. Gross

 

PF

[  ]

United States of America

 

14,139,170(1)

[  ]

26.44%(2)

IN

 

 

I.R.S. Identification Nos. of above persons (entities only)

 

Marathon Founders, LLC

 

AF

[  ]

Delaware

 

 

5,808,645(1)

[X]

11.72%(2)

OO

 

 

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relating to the Class A Common Shares par value $0.01 per share (“Class A Common Shares”) of Global Ship Lease, Inc. (“Global Ship Lease”) is being filed on behalf of the undersigned to amend the Schedule 13D which was originally filed on August 25, 2008 (the “Schedule 13D”) and amended by Amendment No. 1 on August 28, 2008 (the “Amendment”) and Amendment No. 2 on November 20, 2009 (“Amendment No. 2”).

In addition to disclosing an additional approximate 1% change in ownership by the Reporting Persons since the filing of Amendment No. 2, this Amendment No. 3 amends the Schedule 13D to reflect the transactions in the shares within the last 60 days prior to the filing of the Amendment No. 3.

Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Mr. Gross and Marathon Founders have agreed to jointly file this Amendment No. 3. A Joint Filing Agreement was filed with Amendment No. 2 and is incorporated herein by reference.

The information set forth in Item 4 of the Schedule 13D and Amendment No. 3 is hereby incorporated by reference herein.

As specifically listed on Schedule A attached hereto and incorporated by reference, from November 16, 2009 through November 30, 2009, Mr. Gross has acquired an aggregate of 1,104,495 shares for investment purposes using personal funds in open-market transactions.  

The information in Item 4 of the Schedule 13D, the Amendment and Amendment No. 2 is incorporated herein by reference and is supplemented as follows.

As of November 30, 2009, Mr. Gross had acquired an additional 2.37% of the outstanding Class A Common Shares based upon 46,575,194 Class A Common Shares of the Issuer issued and outstanding as of September 30, 2009, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed on November 10, 2009 of Global Ship Lease for investment purposes in open-market transactions.

The information in Item 5 of the Schedule 13D and the Amendment is incorporated herein by reference and is supplemented as follows.

(a) The information required by this paragraph is set forth in rows (11) through (13) of the cover page of this Amendment No. 3 and is incorporated herein by reference. As of November 30, 2009, the Reporting Persons are the beneficial owners of an aggregate of approximately 26.44% of the issued and outstanding Class A Common Shares (based upon 53,473,467 outstanding shares, which includes the 46,575,194 Class A Common Shares of the Issuer issued and outstanding as of September 30, 2009, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K filed on November 10, 2009, as well as the 3,007,288 Class A Common Shares underlying the Class A Warrants held by Marathon Founders and the

 

3,850,000 Class A Common Shares underlying the Founder Warrants and 40,985 restricted stock units which will vest in January 2010 which are held by Mr. Gross). Marathon Founders holds 2,801,357 of the Class A Common Shares and 3,007,288 Class A Warrants that are exercisable for Class A Common Shares beneficially owned by Mr. Gross. Mr. Gross may be considered to have beneficial ownership of Marathon Founders’ interests in Global Ship Lease.

(b) The response of the Reporting Persons to (i) rows (7) through (10) of the cover page of this statement and (ii) Item 5(a) are incorporated herein by reference.

(c) Other than as described in this Amendment No. 3 and on Schedule A to this Amendment No. 3 which is incorporated herein by reference, the Reporting Persons have not effected any other transactions in the Class A Common Shares during the past 60 days.

(d) Not applicable.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: December 1, 2009

 

 

 

Appendix A

DIRECTORS AND EXECUTIVE OFFICERS OF MARATHON FOUNDERS, LLC

 

 

 

SCHEDULE A

 

Michael S. Gross

 

 

Marathon Founders, LLC

None