UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A
Under The Securities Exchange Act of 1934
(Amendment No. 3)

DHT Holdings, Inc.
(Name of Issuer)
 
Common Shares, par value $0.01 per share
(Title of Class of Securities)
 
Y2065G121
(CUSIP Number)
 
Frontline Ltd.
Par-la-Ville Place, 4th Floor
14 Par-la-Ville Road,
Hamilton HM 08
Bermuda
Attn: Georgina E. Sousa
+1 (441) 295 6935
 
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)
 
June 26, 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, 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.
Y2065G121
 
 

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
 
 
(a)  [X]
 
 
(b)  [_]

3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
 
 

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Bermuda
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
6,049,654
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
6,049,654
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
6,049,654
 

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
4.8%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 



CUSIP No.
Y2065G121
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
GHL World Ltd
 

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

3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
 
 

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Cyprus
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
2,480,184
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
2,480,184
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
2,480,184
 

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
2.0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 




CUSIP No.
Y2065G121
 
 
       
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
 
 
(a)  [X]
 
 
(b)  [_]

3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
 
 

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Cyprus
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
*6,049,654
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
*6,049,654
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
*6,049,654
 

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
4.8%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

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



CUSIP No.
Y2065G121
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Greenwich Holdings Limited
 

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

3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
 
 

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Cyprus
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
*8,529,838
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
*8,529,838
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
*8,529,838
 

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
6.8%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

* 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.


CUSIP No.
Y2065G121
 
 

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
 
 
(a)  [X]
 
 
(b)  [_]

3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
 
 

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Jersey
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
*8,529,838
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
*8,529,838
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
*8,529,838
 

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
6.8%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

* 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.



CUSIP No.
Y2065G121
 
 

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
 
 
(a)  [X]
 
 
(b)  [_]

3.
SEC USE ONLY
 
 
 
 
 
 
 
4.
SOURCE OF FUNDS
 
 
 
 
 
 
 

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Cyprus
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
0
 

8.
SHARED VOTING POWER
 
 
 
 
 
*8,529,838
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
*8,529,838
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
*8,529,838
 

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
6.8%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
IN
 

* Mr. Fredriksen may be deemed to beneficially own 8,529,838 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
 

This Amendment No. 3 ("Amendment No. 3") amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Persons (defined below) on January 30, 2017 (the "Original Schedule 13D"), as amended by that certain Amendment No. 1 on Schedule 13D/A filed with the SEC on March 27, 2017 and Amendment No. 2 on Schedule 13D/A on May 18, 2017. 
 
Item 1. Security and Issuer

This Amendment No. 3 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

(a),(f)
The persons filing this statement are Frontline Ltd., a company incorporated in Bermuda ("Frontline"), GHL World Ltd, a company incorporated in Cyprus ("GHL"), Hemen Holding Limited, a company incorporated in Cyprus ("Hemen"), Greenwich Holdings Limited, a company incorporated in Cyprus ("Greenwich"), C.K. Limited, a company incorporated in Jersey ("C.K. Limited"), and John Fredriksen, a citizen of Cyprus ("Fredriksen," and, together with Frontline, GHL, Hemen, Greenwich, and C.K. Limited, the "Reporting Persons").
 
 
(b)
The address of the principal place of business of Frontline is Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
 
 
 
The address of the principal place of business of GHL, Hemen and Greenwich is P.O. Box 53562, CY3399, Limassol, Cyprus.
 
 
 
The address of the principal place of business of C.K. Limited is 13 Castle Street, St. Helier, Jersey JE4 5UT.
 
 
 
The address of Mr. Fredriksen is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, United Kingdom.
 
 
(c)
The principal business of Frontline is acting as an international shipping company. The principal business of GHL, Hemen and Greenwich is acting as investment holding companies. Hemen is the largest shareholder in Frontline, beneficially owning approximately 48.4% of Frontline's issued and outstanding shares. Greenwich is the sole shareholder of Hemen and GHL. The principal business of C.K. Limited is acting as trustees 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 and indirect owners of Hemen and GHL. As a result of the foregoing, the total Common Shares reported as beneficially owned by each of Frontline, GHL, Hemen, Greenwich and C.K. Limited is reported as beneficially owned by Mr. Fredriksen.

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.


Name
 
Position of Officer or Director
 
Principal Occupation or Employment, Principal Business Address and Citizenship
 
 
 
 
 
John Fredriksen
 
Chairman, President & Director
 
Mr. Fredriksen is a citizen of Cyprus and his principal business address is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, UK. Mr. Fredriksen is also the president, director and chairman of the board of directors of Seadrill Limited and is a member of the board of directors of Golden Ocean Group Limited.
 
 
 
 
 
Kate Blankenship
 
Director
 
Ms. Blankenship is a citizen of the United Kingdom. Ms. Blankenship also serves as a director of Seadrill Limited, Seadrill Partners LLC, Golden Ocean Group Limited, Archer Limited, Ship Finance International Limited, Independent Tankers Corporation Limited and North Atlantic Drilling Ltd.
 
 
 
 
 
Georgina E. Sousa
 
Director & Secretary
 
Ms. Sousa is a citizen of the United Kingdom. Ms. Sousa is also a director and secretary of Seadrill Limited and Independent Tankers Corporation Limited, and is the secretary of Golden Ocean Group Limited, Seadrill Partners LLC, North Atlantic Drilling Ltd. and Archer Limited.
 
 
 
 
 
Ola Lorentzon
 
Director
 
Mr. Lorentzon is a citizen of Sweden. Mr. Lorentzon is also the chairman of the board of directors of Golden Ocean Group Limited.
 
 
 
 
 
Robert Hvide Macleod
 
Director and Principal Executive Officer
 
Mr. Macleod is a citizen of Norway. Mr. Macleod is also the chief executive officer of Frontline Management AS.
 
 
 
 
 
Inger M. Klemp
 
Principal Financial Officer and Principal Accounting Officer
 
Ms. Klemp is a citizen of Norway. Ms. Klemp is also the chief financial officer of Frontline Management AS and a director of Independent Tankers Corporation Limited.
 
 
 
 
 
Claire M.E. Burnard
 
Assistant Secretary
 
Ms. Burnard is a citizen of the British Overseas Territories. Ms. Burnard's principal occupation is serving as Assistant Secretary of Frontline.
 
 
 
 
 
Colleen E. Simmons
 
Assistant Secretary
 
Ms. Simmons is a citizen of the British Overseas Territories. Ms. Simmons' principal occupation is serving as Assistant Secretary of Frontline.

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.

Name
 
Position of Officer or Director
 
Principal Occupation or Employment, Principal Business Address and Citizenship
 
 
 
 
 
Spyros Episkopou
 
Director
 
Mr. Episkopou's principal business address is Agiou Modestou, 20 Pyrga, CY7648, Larnaca, Cyprus. Mr. Episkopou is a citizen of Cyprus.
 
 
 
 
 
Eirini Santhi Theocharous
 
Director
 
Ms. Theocharous' principal business address is Christou Mantika, 30 Kato Polemidia, CY4154, Limassol, Cyprus. Ms. Theocharous is a citizen of Cyprus.
 
 
 
 
 
Kyriacos Kazamias
 
Director
 
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.



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.

Name
 
Position of Officer or Director
 
Principal Occupation or Employment, Principal Business Address and Citizenship
 
 
 
 
 
Spyros Episkopou
 
Director
 
Mr. Episkopou's principal business address is Agiou Modestou, 20 Pyrga, CY7648, Larnaca, Cyprus. Mr. Episkopou is a citizen of Cyprus.
 
 
 
 
 
Kyriacos Kazamias
 
Director
 
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
 
 
 
 
 
Eirini Santhi Theocharous
 
Director
 
Ms. Theocharous' principal business address is Christou Mantika, 30 Kato Polemidia, CY4154, Limassol, Cyprus. Ms. Theocharous is a citizen of Cyprus.

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.

Name
 
Position of Officer or Director
 
Principal Occupation or Employment, Principal Business Address and Citizenship
 
 
 
 
 
Demetrios Antoniou Hannas
 
Director
 
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
 
 
 
 
 
Christoforis Koufaris
 
Director
 
Mr. Koufaris' principal business address is Iris House 840A, 8 John Kennedy Street, P.O. Box 53510, 3303 Limassol, Cyprus. Mr. Koufaris is a citizen of Cyprus.
 
 
 
 
 
Kyriacos Kazamias
 
Director
 
Mr. Kazamias' principal business address is Georgiou Drosini 6, Potamos Germasogeias, CY4043 Limassol, Cyprus. Mr. Kazamias is a citizen of Cyprus.
 
 
 
 
 
Spyros Episkopou
 
Director
 
Mr. Episkopou's principal business address is Agiou Modestou, 20 Pyrga, CY7648, Larnaca, Cyprus. Mr. Episkopou is a citizen of Cyprus.
 
 
 
 
 
Eirini Santhi Theocharous
 
Director
 
Ms. Theocharous' principal business address is Christou Mantika, 30 Kato Polemidia, CY4154, Limassol, Cyprus. Ms. Theocharous is a citizen of Cyprus.

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.

Name
 
Position of Officer or Director
 
Principal Occupation or Employment, Principal Business Address and Citizenship
 
 
 
 
 
Demetrios Antoniou Hannas
 
Director
 
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY–4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
 
 
 
 
 
Chris Bunt
 
Director
 
Mr. Bunt's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Bunt is a citizen of Jersey.
 
 
 
 
 
Charles Guy Malet de Carteret
 
Director
 
Mr. Carteret's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Carteret is a citizen of Jersey.
 
 
 
 
 
Simon Paul Alan Brewer
 
Director
 
Mr. Brewer's principal business address is 13 Castle Street, St. Helier, Jersey JE4 5UT. Mr. Brewer is a citizen of Jersey.



(d), (e)
None of the Reporting Persons nor any executive officer or director of the Reporting Persons listed above, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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. Source and Amount of Funds or Other Consideration

There are no material changes to Item 3 from the Original Schedule 13D.

Item 4. Purpose of Transaction

Frontline previously 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. Frontline subsequently increased the ratio to 0.80 Frontline shares for each Common Share. Both proposals were subject to usual and customary conditions. The board of directors of the Issuer rejected both non-binding proposals.
Frontline no longer has any present plans to engage in a business combination with the Issuer.  The Reporting Persons currently hold the Common Shares that they may be deemed to beneficially own solely 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. 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.
Except as described herein, 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. 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)-(c)
As of the date hereof, Frontline may be deemed to be the beneficial owner of 6,049,654 Common Shares, constituting 4.8% of the outstanding Common Shares, based upon 125,798,066 Common Shares outstanding as of May 9, 2017 as indicated in the Issuer's proxy statement. Frontline 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 6,049,654 Common Shares. Frontline 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 6,049,654 Common Shares.
 
 
 
As of the date hereof, GHL may be deemed to be the beneficial owner of 2,480,184 Common Shares, constituting 2.0% of the Common Shares based upon 125,798,066 Common Shares outstanding as of May 9, 2017 as indicated in the Issuer's proxy statement. GHL 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 2,480,184 Common Shares. GHL 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 2,480,184 Common Shares.
 
 
 
As of the date hereof, Hemen may be deemed to be the beneficial owner of 6,049,654 Common Shares, constituting 4.8% of the Common Shares based upon 125,798,066 Common Shares outstanding as of May 9, 2017 as indicated in the Issuer's proxy statement. Hemen 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 6,049,654 Common Shares. Hemen 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 6,049,654 Common Shares.
 
 
 
As of the date hereof, Greenwich, through Hemen and GHL (as described in Item 2(c) above), may be deemed to be the beneficial owner of 8,529,838 Common Shares, constituting 6.8% of the Common Shares based upon 125,798,066 Common Shares outstanding as of May 9, 2017 as indicated in the Issuer's proxy statement. Greenwich 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 8,529,838 Common Shares. Greenwich 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 8,529,838 Common Shares.
 
 
 
As of the date hereof, C.K. Limited, through Greenwich (as described in Item 2(c) above), may be deemed to be the beneficial owner of 8,529,838 Common Shares, constituting 6.8% of the Common Shares based upon 125,798,066 Common Shares outstanding as of May 9, 2017 as indicated in the Issuer's proxy statement. C.K. Limited 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 8,529,838 Common Shares. C.K. Limited 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 8,529,838 Common Shares.



 
 
 
As of the date hereof, Mr. Fredriksen may be deemed to beneficially own 8,529,838 Common Shares through his indirect influence over Hemen, GHL, and Greenwich, the shares of which are held in the Trusts, constituting 6.8% of the Common Shares based upon 125,798,066 Common Shares outstanding as of May 9, 2017 as indicated in the Issuer's proxy statement. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 8,529,838 Common Shares except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 8,529,838 Common Shares.
 
Except as described above, no Common Shares are beneficially owned by the persons named in Item 2.
 
 
 
From May 22, 2017 to June 26, 2017, Frontline and GHL sold an aggregate of 1,103,778 Common Shares in open-market transactions or block trades reported on the New York Stock Exchange. The transaction dates, number of shares sold and average prices per share during that period are set forth on Exhibit B hereto. Except as described herein and in the Schedule 13D/A filed with the SEC on May 18, 2017, there have been no other transactions by the Reporting Persons in the Common Shares during the past 60 days.
 
(d)
To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
 
 
(e)
N/A

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 from May 22, 2017 to June 26, 2017


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.

 
June 27, 2017
 
 
(Date)
 
 
 
 
Frontline Ltd.
 
By:  /s/ Inger M. Klemp
 
Name: Inger M. Klemp
Title: Principal Financial Officer
 
 
GHL World Ltd
 
By:  /s/ Eirini Santhi Theocharous
 
Name: Eirini Santhi Theocharous
Title: Director
 
 
Hemen Holding Limited
 
By:  /s/ Spyros Episkopou
 
Name: Spyros Episkopou
Title: Director
 
 
Greenwich Holdings Limited
 
By: /s/ Spyros Episkopou
 
Name: Spyros Episkopou
Title: Director
 
 
C.K. Limited
 
By: /s/ Demetrios Antoniou Hannas
 
Name: Demetrios Antoniou Hannas
Title: Director
 
 
/s/ John Fredriksen*
 
(Signature)
 
 
John Fredriksen*
(Name)

* 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/A, dated June 27, 2017, relating to the Common Shares, par value $0.01 per share of DHT Holdings, Inc. shall be filed on behalf of the undersigned.

 
June 27, 2017
 
 
(Date)
 
 
 
 
Frontline Ltd.
 
By:  /s/ Inger M. Klemp
 
Name: Inger M. Klemp
Title: Principal Financial Officer
 
 
GHL World Ltd
 
By:  /s/ Eirini Santhi Theocharous
 
Name: Eirini Santhi Theocharous
Title: Director
 
 
Hemen Holding Limited
 
By:  /s/ Spyros Episkopou
 
Name: Spyros Episkopou
Title: Director
 
 
Greenwich Holdings Limited
 
By: /s/ Spyros Episkopou
 
Name: Spyros Episkopou
Title: Director
 
 
C.K. Limited
 
By: /s/ Demetrios Antoniou Hannas
 
Name: Demetrios Antoniou Hannas
Title: Director
 
 
/s/ John Fredriksen
 
(Signature)
 
 
John Fredriksen
(Name)


Exhibit B

Frontline

Date
(Shares Sold)
Average Price per Share
05/22/2017
(70,724)
$4.5184
06/02/2017
(14,702)
$4.3484
06/05/2017
(14,966)
$4.2009
06/06/2017
(12,073)
$4.0500
06/07/2017
(14,185)
$3.9981
06/08/2017
(51,891)
$4.0205
06/09/2017
(56,739)
$4.0290
06/12/2017
(88,988)
$4.0106
06/13/2017
(174,748)
$4.0138
06/15/2017
(35,462)
$3.9729
06/26/2017
(248,360)
$4.0116
 
GHL

Date
(Shares Sold)
Average Price per Share
05/22/2017
(28,995)
$4.5184
06/02/2017
(6,027)
$4.3484
06/05/2017
(6,135)
$4.2009
06/06/2017
(4,950)
$4.0500
06/07/2017
(5,815)
$3.9981
06/08/2017
(21,274)
$4.0205
06/09/2017
(23,261)
$4.0290
06/12/2017
(36,482)
$4.0106
06/13/2017
(71,642)
$4.0138
06/15/2017
(14,538)
$3.9729
06/26/2017  (101,821) $4.0116