SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Golar LNG Partners LP

(Name of Issuer)

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 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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

*     The Reporting Person also owns 15,949,831 subordinated units representing limited partner interests in Golar LNG Partners LP, which may be converted into common units on a one-for-one basis (or, in certain circumstances, at a ratio that may be less than one-to-one) at the times set forth in, and subject to the terms and conditions of, the First Amended and Restated Agreement of Limited Partnership of Golar LNG Partners LP, as amended.  The Reporting Person also owns a 2.0% general partner interest in Golar LNG Partners LP.

 

**   Calculation of percentage based on a total of 45,663,096 common units outstanding as disclosed in the prospectus supplement filed by Golar LNG Partners LP on January 12, 2015.

 

 

Item 1.  Security and Issuer.

Par-la-Ville Place

14 Par-la-Ville Road

Hamilton, HM 08

Bermuda

Item 2.  Identity and Background

(a., b., c. and f.) This Statement is being filed on behalf of: Golar LNG Limited, a limited company organized under the laws of Bermuda (the “Reporting Person”), which is the record holder of approximately 3.7% of the Partnership's Common Units and 100.0% of the Partnership's subordinated units representing limited partner interests, based on the number of Common Units and subordinated units (as applicable) outstanding as disclosed in the prospectus supplement filed by Golar LNG Partners LP on January 12, 2015.  World Shipholding Ltd., Greenwich Holdings Ltd., John Fredriksen, and C.K. Limited are no longer Reporting Persons, as described in the Schedule 13D/A Amendment No. 3 filed January 22, 2014 by the Reporting Person, World Shipholding Ltd., Greenwich Holdings Ltd., John Fredriksen and C.K. Limited, with respect to Common Units.  Such entities ceased to be deemed beneficial owners of Common Units held by the Reporting Person by virtue of such entities’ sale of common shares they owned of the Reporting Person in September 2014.

(i) The address of the Reporting Person's principal place of business is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. The principal business of the Reporting Person is to engage in the acquisition, ownership, operation and chartering of LNG carriers and floating storage and regasification units through its subsidiaries and the development of natural gas liquefaction projects.

 

 

The name, citizenship, residence or business address, present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted of each executive officer and director of the Reporting Person is set forth below. Unless otherwise indicated, the present principal occupation of each person is with the Reporting Person. If no business address is given, the director's or executive officer's business address is Par-La-Ville Place, 4th Floor, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda.

(d. and e.) To the best knowledge of the Reporting Person, none of the entities or persons identified in this Item 2, has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor 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.

Item 3.  Sources and Amount of Funds or Other Consideration

There are no material changes from the Schedule 13D/A filed with the U.S Securities and Exchange Commission (the "Commission") on January 22, 2014.

Item 4.  Purpose of Transaction

The information contained in Item 3 above is incorporated herein by reference.

The Reporting Person at any time and from time to time may acquire additional Common Units or dispose of any or all of Common Units it owns depending upon an ongoing evaluation of the investment in the Common Units, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.

Other than as described above there are no material changes from the Schedule 13D/A filed with the Commission on January 22, 2014.

Item 5.  Interest in Securities of the Issuer.

(a) – (b) The aggregate number and percentage of common units beneficially owned by the Reporting Person (on the basis of a total of 45,663,096 common units outstanding as disclosed in the prospectus supplement filed by Golar LNG Partners LP on January 12, 2015), are as follows:

(c.) To the best knowledge of the Reporting Person, no transactions were effected by the persons enumerated in Item 2 during the past 60 days other than the transactions described herein.

(d.) No 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, any of the Common Units beneficially owned by the Reporting Person.

(e.) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On January 14, 2015, the Reporting Person sold 7,170,000 Common Units in an underwritten public offering pursuant to an underwriting agreement dated January 9, 2015, among Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., the Partnership, Golar GP LLC, Golar Partners Operating LLC and the Reporting Person (the "Underwriting Agreement").  The Underwriting Agreement is incorporated by reference in Exhibit F.

Other than as described above there are no material changes from the Schedule 13D/A filed with the Commission on January 22, 2014.

Item 7.  Material to be Filed as Exhibits.

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