UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. __)

* Hemen Holding Limited holds approximately 48.4% of the issued and outstanding shares of Frontline Ltd. As such, Hemen Holding Limited may be deemed to beneficially own the Common Shares that Frontline Ltd. beneficially owns.

* Greenwich Holdings Limited is the sole shareholder of Hemen Holding Limited and GHL World Ltd. As such, it may be deemed to beneficially own any Common Shares beneficially owned by Hemen Holding Limited and GHL World Ltd.

 

* C.K. Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the "Trusts"). The Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Hemen Holding Limited and GHL World Ltd. As such, C.K. Limited may be deemed to beneficially own any Common Shares beneficially owned by Greenwich Holdings Limited, Hemen Holding Limited and GHL World Ltd.

 

* Mr. Fredriksen may be deemed to beneficially own 15,356,009 Common Shares through his indirect influence over Hemen Holding Limited, GHL World Ltd, and Greenwich Holdings Limited. The Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Hemen Holding Limited and GHL World Ltd. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of any Common Shares beneficially owned by Hemen Holding Limited, GHL World Ltd and Greenwich Holdings Limited except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the Common Shares beneficially owned by Hemen Holding Limited, GHL World Ltd and Greenwich Holdings Limited.

CUSIP NO. Y2065G121

Item 1. Security and Issuer

This statement on Schedule 13D relates to the common shares, par value $0.01 per share (the "Common Shares") of DHT Holdings, Inc., a company incorporated in the Republic of the Marshall Islands (the "Issuer"). The address of the principal executive office of the Issuer is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

Item 2. Identity and Background

The name, citizenship, present principal occupation or employment and business address of each executive officer and director of Frontline is set forth below. If no business address is given, the director's or executive officer's address is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.

The name, citizenship, present principal occupation or employment and the business address of GHL directors is set forth below. GHL does not have any executive officers.

The name, citizenship, present principal occupation or employment and the business address of Hemen's directors is set forth below. Hemen does not have any executive officers.

The name, citizenship, present principal occupation or employment and the business address of Greenwich's directors is set forth below. Greenwich does not have any executive officers.

The name, citizenship, present principal occupation or employment and principal business address of C.K. Limited's directors is set forth below. C.K. Limited does not have any executive officers.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired the 15,356,009 Common Shares reported on this Schedule 13D in various open market transactions and block trades for an aggregate of $62,465,814.76 (including commissions). Funds used to acquire such Common Shares have come from the general working capital of the Reporting Persons.

Item 4. Purpose of Transaction

Frontline has approached the board of directors of the Issuer with a non-binding proposal for a possible business combination where Frontline would acquire all outstanding Common Shares, other than those owned by the Reporting Persons, in a stock-for-stock transaction at a ratio of 0.725 Frontline shares for each Common Share. Such proposal is subject to usual and customary conditions.

There can be no assurance that any discussions that may occur between Frontline and the Issuer will be limited to transaction terms consistent with those proposed by Frontline as described above, or result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. Discussions concerning a possible transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning a potential transaction, the terms and timing of any such agreement, and the consummation of any such transaction is subject to a number of contingencies, which are beyond the control of the Reporting Persons, including the satisfactory completion of due diligence, the approval of the board of directors of Frontline and the Issuer, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement. The Reporting Persons do not intend to disclose developments with respect to the foregoing unless and until the board of directors of Frontline and of the Issuer have approved a specific transaction, if any, except as may be required by law.

In connection with the consummation of the possible transaction described in the foregoing, the Reporting Persons may take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including the acquisition or disposition of Common Shares, a merger or solicitation of proxies, and may discuss such actions with the Issuer, its management and board of directors, other shareholders and other persons.

The Reporting Persons at any time and from time to time may acquire additional Common Shares or dispose of any or all of Common Shares they own depending upon an ongoing evaluation of the investment in the Common Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. Any acquisition or disposition of shares of Common Stock by the Reporting Persons may be effected through open market or privately negotiated transactions, or otherwise.

Item 5. Interest in Securities of the Issuer

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

Except as described herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any other person with respect to the securities of the Issuer.

Item 7. Materials to be Filed as Exhibits

Exhibit A: Joint Filing Agreement

Exhibit B: Information concerning transactions during the past 60 days

SIGNATURES

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

* Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

JOINT FILING AGREEMENT

The undersigned agree that this Schedule 13D, dated January 30, 2017, relating to the Common Shares, par value $0.01 per share of DHT Holdings, Inc. shall be filed on behalf of the undersigned.

Exhibit B

TRANSACTIONS DURING THE PAST 60 DAYS