OMB
APPROVAL
OMB
Number: 3235-0287
Expires:
February 28, 2011
Estimated
average burden
hours
per response………11
|
|
Ship
Finance International Limited
|
(Name
of Issuer)
|
Common
Shares, par value $1.00 per share
|
(Title
of Class of Securities)
|
G81075106
|
(CUSIP
Number)
|
December
31, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
CUSIP
No.
|
G81075106
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Frontline
Ltd.
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [x]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
Bermuda
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
73,383
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
73,383
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
73,383
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
0%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP
No.
|
G81075106
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Hemen
Holding Limited
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [x]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
Cyprus
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
4,742,988
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
4,742,988
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
4,742,988
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
5.99%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP
No.
|
G81075106
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Farahead
Investment Inc.
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [x]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
Liberia
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
29,409,688
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
29,409,688
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
29,409,688
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
37.17%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP
No.
|
G81075106
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Farahead
Holdings Ltd.
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [x]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
Cyprus
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
29,409,688
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
29,409,688
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
29,409,688
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
37.17%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP
No.
|
G81075106
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Greenwich
Holdings Ltd.
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [x]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
Cyprus
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
34,152,676
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
34,152,676
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
34,152,676
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
43.16%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP
No.
|
G81075106
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
John
Fredriksen*
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [x]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
Cyprus
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
34,152,676
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
34,152,676
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
34,152,676
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
43.16%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
|
G81075106
|
|||
1.
|
NAME
OF REPORTING PERSONS
|
|||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
C.K.
Limited
|
||||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
(a) [_]
|
||||
(b) [x]
|
||||
3.
|
SEC
USE ONLY
|
|||
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
Jersey
|
||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
5.
|
SOLE
VOTING POWER
|
|||
0
|
||||
6.
|
SHARED
VOTING POWER
|
|||
34,152,676
|
||||
7.
|
SOLE
DISPOSITIVE POWER
|
|||
0
|
||||
8.
|
SHARED
DISPOSITIVE POWER
|
|||
34,152,676
|
||||
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
34,152,676
|
||||
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|||
[_]
|
||||
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
43.16%
|
||||
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP
No.
|
G81075106
|
Item
1.
|
(a).
|
Name
of Issuer:
|
|
Ship
Finance International Limited
|
(b).
|
Address
of issuer's principal executive offices:
|
||
Par-la-Ville
Place
14
Par-la-Ville Road
Hamilton
HM 08, Bermuda
|
Item
2.
|
(a).
|
Name
of person filing:
|
|
Frontline
Ltd.
Hemen
Holding Limited
Farahead
Investment Inc.
Farahead
Holdings Ltd.
Greenwich
Holdings Ltd.
John
Fredriksen
C.K.
Limited
|
(b).
|
Address
or principal business office or, if none, residence:
|
||
Frontline
Ltd.
Par-la-Ville
Place
14
Par-la-Ville Road
Hamilton
HM 08, Bermuda
Hemen
Holding Limited
c/o
Seatankers Management Co. Ltd.
P.O.
Box 53562
CY-3399
Limassol, Cyprus
Farahead
Investment Inc.
c/o
Seatankers Management Co. Ltd.
P.O.
Box 53562
CY-3399
Limassol, Cyprus
Farahead
Holdings Ltd.
c/o
Seatankers Management Co. Ltd.
P.O.
Box 53562
CY-3399
Limassol, Cyprus
Greenwich
Holdings Ltd.
c/o
Seatankers Management Co. Ltd.
P.O.
Box 53562
CY-3399
Limassol, Cyprus
John
Fredriksen
c/o
Seatankers Management Co. Ltd.
P.O.
Box 53562
CY-3399
Limassol, Cyprus
C.K.
Limited
1
Welsley Street
St.
Helier
Jersey
JE4
5UT
|
(c).
|
Citizenship:
|
||
Frontline
Ltd. - Bermuda
Hemen
Holding Limited - Cyprus
Farahead
Investment Inc. - Liberia
Farahead
Holdings Ltd. - Cyprus
Greenwich
Holdings Ltd. - Cyprus
John
Fredriksen – Cyprus
C.K.
Limited – Jersey
|
(d).
|
Title
of class of securities:
|
||
Common
Shares, par value $1.00 per share
|
(e).
|
CUSIP
No.:
|
||
G81075106
|
Item
3.
|
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or
(c), check whether the person filing is
a
|
(a)
|
[_]
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
(b)
|
[_]
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
(c)
|
[_]
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
(d)
|
[_]
|
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
|
(e)
|
[_]
|
An
investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E);
|
(f)
|
[_]
|
An
employee benefit plan or endowment fund in accordance with
§ 240.13d-1(b)(1)(ii)(F);
|
(g)
|
[_]
|
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
(h)
|
[_]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
|
(i)
|
[_]
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
|
(j)
|
[_]
|
A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
|
(k)
|
[_]
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
|
Item
4.
|
Ownership.
|
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
|
(a)
|
Amount
beneficially owned:
|
|
Frontline
Ltd. - 73,383
Hemen
Holding Limited - 4,742,988
Farahead
Investment Inc. - 29,409,688
Farahead
Holdings Ltd. - 29,409,688
Greenwich
Holdings Ltd. - 34,152,676
John
Fredriksen - 34,152,676
C.K.
Limited - 34,152,676
|
(b)
|
Percent
of class:
|
|
Frontline
Ltd. - 0%
Hemen
Holding Limited - 5.99%
Farahead
Investment Inc. - 37.17%
Farahead
Holdings Ltd. - 37.17%
Greenwich
Holdings Ltd. - 43.16%
John
Fredriksen - 43.16%
C.K.
Limited – 43.16%
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
|
||
(ii)
|
Shared
power to vote or to direct the vote
|
Frontline
Ltd. - 73,383
Hemen
Holding Limited - 4,742,988
Farahead
Investment Inc. - 29,409,688
Farahead
Holdings Ltd. - 29,409,688
Greenwich
Holdings Ltd. - 34,152,676
John
Fredriksen - 34,152,676
C.K.
Limited – 34,152,676
|
|||
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
|
||
(iv)
|
Shared
power to dispose or to direct the disposition of
|
Frontline
Ltd. - 73,383
Hemen
Holding Limited - 4,742,988
Farahead
Investment Inc. - 29,409,688
Farahead
Holdings Ltd. - 29,409,688
Greenwich
Holdings Ltd. - 34,152,676
John
Fredriksen - 34,152,676
C.K.
Limited - 34,152,676
|
|||
Instruction: For
computations regarding securities which represent a right to acquire an
underlying security see §240.13d-3(d)(1)..
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[_].
|
|
Not
Applicable
|
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another
Person.
|
If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
|
|
Not
Applicable
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
If
a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary.
|
|
Not
Applicable
|
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the group.
|
|
Not
Applicable
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5.
|
|
Not
Applicable
|
|
Item
10.
|
Certification.
|
Not
Applicable
|
February
17, 2010
|
|
(Date)
|
|
FRONTLINE
LTD.
|
|
/s/
Jens Martin Jensen
|
|
(Signature)
|
|
Jens
Martin Jensen
|
|
Principal
Executive Officer
|
|
(Name/Title)
|
HEMEN
HOLDING LTD.
|
|
/s/
Demetrios Antoniou Hannas
|
|
(Signature)
|
|
Dimitris
Anoniou Hannas
|
|
Director
|
|
(Name/Title)
|
FARAHEAD
INVESTMENT INC.
|
|
/s/
Marios Saveriades
|
|
(Signature)
|
|
Marios
Saveriades
|
|
Director
|
|
(Name/Title)
|
FARAHEAD
HOLDINGS LTD.
|
|
/s/
Demetrios Antoniou Hannas
|
|
(Signature)
|
|
Demetrios
Antoniou Hannas
|
|
Director
|
|
(Name/Title)
|
GREENWICH
HOLDINGS LTD.
|
|
/s/
Demetrios Antoniou Hannas
|
|
(Signature)
|
|
Demetrios
Antoniou Hannas
|
|
Director
|
|
(Name/Title)
|
/s/
John Fredriksen
|
|
(Signature)
|
|
John
Fredriksen
|
|
(Name/Title)
|
C.K.
LIMITED
|
|
/s/
Demetrios Antoniou Hannas
|
|
(Signature)
|
|
Demetrios
Antoniou Hannas
|
|
Director
|
|
(Name/Title)
|
February
17, 2010
|
|
(Date)
|
|
FRONTLINE
LTD.
|
|
/s/
Jens Martin Jensen
|
|
(Signature)
|
|
Jens
Martin Jensen
|
|
Principal
Executive Officer
|
|
(Name/Title)
|
HEMEN
HOLDING LTD.
|
|
/s/
Demetrios Antoniou Hannas
|
|
(Signature)
|
|
Dimitris
Anoniou Hannas
|
|
Director
|
|
(Name/Title)
|
FARAHEAD
INVESTMENT INC.
|
|
/s/
Marios Saveriades
|
|
(Signature)
|
|
Marios
Saveriades
|
|
Director
|
|
(Name/Title)
|
FARAHEAD
HOLDINGS LTD.
|
|
/s/
Demetrios Antoniou Hannas
|
|
(Signature)
|
|
/s/
Demetrios Antoniou Hannas
|
|
Director
|
|
(Name/Title)
|
GREENWICH
HOLDINGS LTD.
|
|
/s/
Demetrios Antoniou Hannas
|
|
(Signature)
|
|
Demetrios
Antoniou Hannas
|
|
Director
|
|
(Name/Title)
|
/s/
John Fredriksen
|
|
(Signature)
|
|
John
Fredriksen
|
|
(Name/Title)
|
C.K.
LIMITED
|
|
/s/
Demetrios Antoniou Hannas
|
|
(Signature)
|
|
Demetrios
Antoniou Hannas
|
|
Director
|
|
(Name/Title)
|