Nordic American Offshore 3D/A (Activist Acquisition of More Than 5% of Shares)

File Date: 2017-09-12


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A
Under The Securities Exchange Act of 1934
(Amendment No. 2)*


Nordic American Offshore Ltd.
(Name of Issuer)
 
Common Shares, par value $0.01 per share
(Title of Class of Securities)
 
G65772108
(CUSIP Number)
 
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
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
 
 
September 5, 2017
(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 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 [ ].
 
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).

______________
 
*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.



CUSIP No.
G65772108
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
High Seas AS
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)  [X]
   
(b)  [_]

3.
 SEC USE ONLY
 


4.
SOURCE OF FUNDS
 
     
 
WC
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
     
     

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Norway
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
7,484,711
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 

10.
SHARED DISPOSITIVE POWER
[_]
     
 
7,484,711
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
7,484,711
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
   
[_]

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
12.1%*
 

14.
TYPE OF REPORTING PERSON
 
     
 
OO
 

*
Based on 61,986,847 outstanding common shares, par value $0.01 per share (the "Common Shares") of Nordic American Offshore Ltd. (the "Issuer") as of the date hereof.



CUSIP No.
G65772108
   
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Herbjørn Hansson
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)  [X]
   
(b)  [_]
 
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS
 
     
 
WC
 
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
     
     
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Norway
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
 
7.
SOLE VOTING POWER
 
     
 
219,529
 
 
8.
SHARED VOTING POWER
 
     
 
7,484,711
 
 
9.
SOLE DISPOSITIVE POWER
     
 
219,529
 
 
10.
SHARED DISPOSITIVE POWER
[_]
     
 
7,484,711
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
7,704,240*
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
   
[_]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
12.4%**
 
 
14.
TYPE OF REPORTING PERSON
 
     
 
IN
 
 
*
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.
 
**
Based on 61,986,847 outstanding Common Shares of the Issuer as of the date


 

 
CUSIP No.
G65772108
   

Item 1.
Security and Issuer
 
This Amendment No.2 (this "Schedule 13D/A") amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on June 6, 2017, and relates to the common shares, par value $0.01 (the "Common Shares") of Nordic American Offshore Ltd., a Bermuda company (the "Issuer"). The address of the Issuer's principal executive offices is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.
 
Item 2.
Identity and Background
 
(a),  (b), (c), (f)           This Schedule 13D/A is being filed by (i) High Seas AS, a corporation organized under the laws of the Norway and (ii) Mr. Herbjørn Hansson, a citizen of Norway (together, the "Reporting Persons"). Mr. Hansson is the controlling person of High Seas.
 
The registered address of High Seas is Bekkasinv 12, 3212 Sandefjord, Norway. The principal place of business of High Seas is Bekkasinv 12, 3212 Sandefjord, Norway. The principal business of High Seas is shipping, stock trading, consulting and related business.
 
The name, citizenship, present principal occupation and principal business address of the directors of High Seas is set forth below. High Seas does not have any executive officers, but Mr. Hansson is the controlling person of High Seas.
 
Herbjørn Hansson
Director
Mr. Hansson's principal business address is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda. Mr. Hansson is a citizen of Norway.
     
Rolf Amundsen
Director
Mr. Amundsen's principal business address is Ringstadbekkveien 40B, 1358 Jar, Norway.  Mr. Amundsen is a citizen of Norway and his principal occupation is as a consultant.
     
Wilhelm Loennecken Holst
Director
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.

Mr. Hansson is a citizen of Norway and his present principal occupation is as Chairman and Chief Executive Officer of Nordic American Tankers Limited and as Executive Chairman and Director of the Issuer.  Mr. Hansson's principal business address is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.
 
(d)           During the past five years, none of the Reporting Persons or any of the directors of officers listed above have been, to the best of their knowledge, convicted in a criminal proceeding.
 
(e)           During the past five years, none of the Reporting Persons or any of the directors or officers listed above have been, to the best of their knowledge, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgement, 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.
Source and Amount of Funds or Other Consideration
 
From June 30, 2017 to September 5, 2017, High Seas acquired an aggregate of 1,500,000 of the Common Shares through periodic open market purchases.
 
The source of funds for all purchases by High Seas was from working capital.
 


 
Item 4.
Purpose of Transaction
 
The information contained in Item 3 is incorporated by reference.
 
The Reporting Persons acquired the Common Shares described in Item 3 for investment purposes.  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.
 
The Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D/A.
 
Mr. Herbjørn Hansson, one of the Reporting Persons, serves as the Executive Chairman and Director of the Issuer.  As such, Mr. Hansson may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D/A.
 
The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
 
Item 5.
Interest in Securities of the Issuer
 
(a)           As of the date hereof, High Seas may be deemed to be the beneficial owner of 7,484,711 Common Shares, constituting 12.1% of the Common Shares based upon 61,986,847 outstanding Common Shares.  High Seas has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 7,484,711 Common Shares. High Seas has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 7,484,711 Common Shares.
 
(b)           As of the date hereof, Mr. Herbjørn Hansson may be deemed to be the beneficial owner of 7,704,240 Common Shares, constituting 12.4% of the Common Shares based upon 61,986,847 outstanding Common Shares. Mr. Hansson has the sole power to vote or direct the vote of 219,529 Common Shares and the shared power to vote or direct the vote of 7,484,711 Common Shares. Mr. Hansson has the sole power to dispose or direct the disposition of 219,529 Common Shares and the shared power to dispose or direct the disposition of 7,484,711 Common Shares.
 
(c)           All transactions in the Common Shares effected during the past 60 days by the Reporting Persons are set forth in Annex A, attached to this Schedule 13D/A and incorporated herein by reference.
 
(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 Shares beneficially owned by the Reporting Persons.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Not applicable.
 
Item 7.
Materials to be Filed as Exhibits
 
Exhibit A: Joint Filing Agreement
 



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.
 
 
September 12, 2017
 
 
(Date)
 


 
High Seas AS
   
 
By:  /s/ Herbjørn Hansson
 
 
Name: Herbjørn Hansson
Title: Director
 
 
/s/ Herbjørn Hansson
 
 
(Signature)
   
 
Herbjørn Hansson
(Name)
 





Exhibit A
 
JOINT FILING AGREEMENT
 
The undersigned agree that this Schedule 13D/A, dated September 12, 2017, relating to the Common Shares, par value $0.01 per share of Nordic American Offshore Ltd. shall be filed on behalf of the undersigned.
 
 
September 12, 2017
 
 
(Date)
 


 
High Seas AS
   
 
By:  /s/ Herbjørn Hansson
 
 
Name: Herbjørn Hansson
Title: Director
 
 
/s/ Herbjørn Hansson
 
 
(Signature)
   
 
Herbjørn Hansson
(Name)
 




Annex A
 
PARTY EFFECTING TRANSACTION
 
DATE
 
BUY/SELL
 
QUANTITY
 
PRICE
                 
High Seas AS
 
6/30/2107
 
Buy
 
200,000
 
$1.24
High Seas AS
 
7/12/2017
 
Buy
 
300,000
 
$1.18
High Seas AS
 
9/1/2017
 
Buy
 
500,000
 
$1.34
High Seas AS
 
9/5/2017
 
Buy
 
500,000
 
$1.48