UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
 
Star Bulk Carriers Corp.
(Name of Issuer)
 
Common Shares, par value $0.01 per share
(Title of Class of Securities)
 
Y8162K121
(CUSIP Number)
 
Todd E. Molz
Managing Director and General Counsel
Oaktree Capital Group Holdings GP, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 14, 2018
(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 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 § 240.13d-7(b) 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 (“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).
 
 

CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 2 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Value Opportunities Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO (See Item 3)
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,316,498 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
1,316,498 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,316,498 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4% (2)
  
14
TYPE OF REPORTING PERSON
 
PN
  

(1)
In its capacity as the direct owner of 1,316,498 Common Shares of the Issuer.
(2)
Ownership percentages set forth in this Schedule 13D are based upon a total of 91,467,074 Common Shares of the Issuer issued and outstanding as of September 26, 2018 as reported in the Issuer’s registration statement on Form F-3, filed with the Securities and Exchange Commission on September 26, 2018.
 

 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 3 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Value Opportunities Fund GP, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,316,498 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
1,316,498 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,316,498 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
 
14
TYPE OF REPORTING PERSON
 
PN
  

(1)
Solely in its capacity as the general partner of Oaktree Value Opportunities Fund, L.P.
 
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 4 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Value Opportunities Fund GP Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,316,498 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
1,316,498 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,316,498 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
(1)
Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 5 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund IX Delaware, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO (See Item 3)
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
2,397,106 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
2,397,106 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,397,106 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
(1)
Solely in its capacity as the direct owner of 2,397,106 Common Shares of the Issuer.
 
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 6 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Fund GP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
2,397,106 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
2,397,106 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,397,106 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
(1)
Solely in its capacity as the general partner of Oaktree Opportunities Fund IX Delaware, L.P.

 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 7 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund IX (Parallel 2), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO (See Item 3)
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
22,016 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
22,016 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,016 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
(1)
Solely in its capacity as the direct owner of 22,016 Common Shares of the Issuer.

 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 8 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund IX GP, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
22,016 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
22,016 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,016 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(1) 
Solely in its capacity as the general partner of Oaktree Opportunities Fund IX (Parallel 2), L.P.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 9 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund IX GP, Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
22,016 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
22,016 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,016 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
(1) 
Solely in its capacity as the general partner of Oaktree Opportunities Fund IX GP, L.P.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 10 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Fund GP I, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,180,927 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,180,927 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,180,927 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.6%
  
14
TYPE OF REPORTING PERSON
 
PN
  

(1)
Solely in its capacity as the (a) sole shareholder of each of Oaktree Value Opportunities Fund GP Ltd., Oaktree Opportunities Fund IX GP, Ltd. and Oaktree Opportunities Fund VIII GP Ltd. and (b) the managing member of Oaktree Fund GP, LLC.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 11 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital I, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,180,927 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,180,927 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,180,927 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.6%
  
14
TYPE OF REPORTING PERSON
 
PN
  

(1) 
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 12 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OCM Holdings I, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,180,927 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,180,927 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,180,927 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.6%
  
14
TYPE OF REPORTING PERSON
 
OO
  

(1) 
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 13 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Holdings, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,180,927 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,180,927 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,180,927 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.6%
  
14
TYPE OF REPORTING PERSON
 
OO
  

(1)
Solely in its capacity as the managing member of OCM Holdings I, LLC.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 14 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OCM XL Holdings L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,337,546 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,337,546 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,337,546 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  

(1)
Solely in its capacity as the direct owner of 15,337,546 Common Shares of the Issuer.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 15 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Fund GP 2A Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,337,546 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,337,546 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,337,546 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.8%
  
14
TYPE OF REPORTING PERSON
 
OO
  

(1)
Solely in its capacity as the general partner of OCM XL Holdings L.P.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 16 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Fund GP II, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,337,546 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,337,546 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,337,546 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(1)
Solely in its capacity as the sole shareholder of Oaktree Fund GP 2A Ltd.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 17 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital II, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
15,337,546 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
15,337,546 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,337,546 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
(1)
Solely in its capacity as the general partner of Oaktree Fund GP II, L.P.
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 18 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Dry Bulk Holdings LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Marshall Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
11,445,307 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
11,445,307 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,445,307 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.5%
  
14
TYPE OF REPORTING PERSON
 
OO
  

(1)
In its capacity as the direct owner of 11,445,307 common shares of the Issuer. 
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 19 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund VIII, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
11,445,307 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
11,445,307 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,445,307 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.5%
  
14
TYPE OF REPORTING PERSON
 
PN
  

(1)
Solely in its capacity as the controlling member of Oaktree Dry Bulk Holdings LLC.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 20 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund VIII GP, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
11,445,307 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
11,445,307 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,445,307 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.5%
  
14
TYPE OF REPORTING PERSON
 
PN
  

(1)
Solely in its capacity as the general partner of Oaktree Opportunities Fund VIII, L.P.
 
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 21 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Opportunities Fund VIII GP Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
11,445,307 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
11,445,307 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,445,307 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.5%
  
14
TYPE OF REPORTING PERSON
 
OO
  

(1)
Solely in its capacity as the general partner of Oaktree Opportunities Fund VIII GP, L.P.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 22 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
OCM FIE, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
See Item 3.
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
8,580 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
8,580 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,580 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 0.1%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
(1) 
Solely in its capacity as the direct owner of 8,580 common shares of the Issuer.
 
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 23 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital Management, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
28,129,947 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
28,129,947 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,129,947 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.8%
  
14
TYPE OF REPORTING PERSON
 
PN
  

(1)
Solely in its capacity as the sole director of each of Oaktree Value Opportunities Fund GP Ltd., Oaktree Opportunities Fund IX GP Ltd., Oaktree Opportunities Fund VIII GP Ltd and Oaktree Fund GP 2A Ltd., and the managing member of OCM FIE, LLC.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 24 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Holdings, Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
28,129,947 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
28,129,947 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,129,947 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.8%
  
14
TYPE OF REPORTING PERSON
 
CO
  

(1)
Solely in its capacity as the general partner of each of Oaktree Capital Management, L.P and Oaktree Capital II, L.P.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 25 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital Group, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
30,527,053 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
30,527,053 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
30,527,053 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.4%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
(1)
Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.
 
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 26 of 37
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Oaktree Capital Group Holdings GP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
30,527,053 (1)
8
SHARED VOTING POWER
 
None
9
SOLE DISPOSITIVE POWER
 
30,527,053 (1)
10
SHARED DISPOSITIVE POWER
 
None
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
30,527,053 (1)
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.4%
  
14
TYPE OF REPORTING PERSON
 
OO
  

(1)
Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 27 of 37
 

Item 1.
Security and Issuer.
 
This Amendment No. 12 (“Amendment No. 12”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons (as hereinafter defined) on August 5, 2013, as amended by Amendment No. 1 thereto filed October 7, 2013, Amendment No. 2 thereto filed December 2, 2013, Amendment No. 3 thereto filed June 18, 2013, Amendment No. 4 thereto filed July 15, 2014, Amendment No. 5 thereto filed January 15, 2015, Amendment No. 6 thereto filed May 20, 2015, Amendment No. 7 thereto filed May 29, 2015, Amendment No. 8 thereto filed September 29, 2016, Amendment No. 9 thereto filed February 6, 2017, Amendment No. 10 thereto filed July 18, 2018 and Amendment No. 11 thereto filed November 29, 2018  (as so amended, the “Schedule 13D”) with respect to the common shares, par value $0.01 per share (the “Common Shares”) of Star Bulk Carriers Corp., a Republic of the Marshall Islands corporation (the “Issuer”). The address of the principal executive offices of the Issuer is c/o Star Bulk Management Inc., 40 Agiou Konstantinou Street, 15124 Maroussi, Athens, Greece.
 
As of December 18, 2018, as reflected in this Schedule 13D, the Reporting Persons beneficially owned that number of Common Shares (the “Subject Shares”), set forth on the cover pages hereto, which information is hereby incorporated by reference into this Item 1.
 
Item 2.
Identity and Background
 
No material change.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended to add to the following paragraph at the end thereof:
 
“On various dates through December 17, 2018 OCM XL purchased in open market transactions 1,453,984 Common Shares, at price ranging from $9.13 to $9.84, for a total consideration of $13,808,123 and cash on hand.  The source of funds for such transaction was the capital contributions of its limited partners. No borrowed funds were used to purchase such Common Shares.”
 
Item 5(c) below is hereby incorporated by reference into this Item 3.
 
Item 4.
Purpose of Transaction
 
No material change.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 28 of 37
 

Item 5.
Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety as follows:
 
“(a) and (b)
 
The information contained on the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
 
Ownership percentages set forth in this Schedule 13D are based upon a total of 91,467,074 Common Shares issued and outstanding as of September 26, 2018, as reported in the Registration Statement.
 
VOF directly holds 1,316,498 Common Shares, representing approximately 1.4% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of such Common Shares.
 
VOF GP, in its capacity as the general partner of VOF, has the ability to direct the management of VOF’s business, including the power to vote and dispose of securities held by VOF; therefore, VOF GP may be deemed to beneficially own VOF’s Subject Shares.
 
VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP’s business, including the power to direct the decisions of VOF GP regarding the voting and disposition of securities held by VOF; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of VOF’s Subject Shares.
 
Fund IX directly holds 2,397,106 Common Shares, representing approximately 2.6% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of such Common Shares.
 
GP LLC, in its capacity as the general partner of Fund IX, has the ability to direct the management of Fund IX's business, including the power to direct the decisions of Fund IX regarding the voting and disposition of securities held by Fund IX; therefore, GP LLC may be deemed to have indirect beneficial ownership of Fund IX’s Subject Shares.
 
Parallel 2 directly holds 22,016 Common Shares, representing less than 0.1% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of such Common Shares.
 
IX GP, in its capacity as the general partner of Parallel 2, has the ability to direct the management of Parallel 2’s business, including the power to vote and dispose of securities held by Parallel 2; therefore IX GP may be deemed to beneficially own Parallel 2’s Subject Shares.
 
IX Ltd., in its capacity as the general partner of IX GP, has the ability to direct the management of IX GP’s business, including the power to direct the decisions of IX GP regarding the voting and disposition of securities held by Parallel 2; therefore IX Ltd. may be deemed to have indirect beneficial ownership of Parallel 2’s Subject Shares.
 
Dry Bulk Holdings directly holds 11,445,307 Common Shares, representing, approximately 12.5% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of such Common Shares.
 
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 29 of 37
 
Fund VIII, in its capacity as the controlling member of Dry Bulk Holdings, has the ability to direct the management of Dry Bulk Holdings’ business, including the power to vote and dispose of securities held by Dry Bulk Holdings; therefore, Fund VIII may be deemed to beneficially own Dry Bulk Holdings’ Subject Shares.
 
VIII GP, in its capacity as the general partner of Fund VIII, has the ability to direct the management of Fund VIII’s business, including the power to direct the decisions of Fund VIII regarding the voting and disposition of securities held by Dry Bulk Holdings; therefore, VIII GP may be deemed to have indirect beneficial ownership of Dry Bulk Holdings’ Subject Shares.
 
VIII Ltd., in its capacity as the general partner of VIII GP, has the ability to direct the management of VIII GP’s business, including the power to direct the decisions of Fund VIII regarding the voting and disposition of securities held by Dry Bulk Holdings; therefore, VIII Ltd. may be deemed to have indirect beneficial ownership of Dry Bulk Holdings’ Subject Shares.
 
GP I, (i) in its capacity as the sole shareholder of each of VOF GP Ltd., IX Ltd. and VIII Ltd., has the ability to appoint and remove the directors and direct the management of the business of each of VOF GP Ltd., IX Ltd. and VIII Ltd., and (ii) in its capacity as the managing member of GP LLC, has the ability to direct the management of GP LLC’s business, including the power to direct the decisions of GP LLC regarding the voting and disposition of securities held by Fund IX; therefore, GP I may be deemed to have indirect beneficial ownership of the Subject Shares.
 
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the voting and disposition of securities held by VOF, Fund IX, Parallel 2 and Dry Bulk Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Subject Shares.
 
Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the voting and disposition of securities held by VOF, Fund IX, Parallel 2 and Dry Bulk Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Subject Shares.
 
Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the voting and disposition of securities held by VOF, Fund IX, Parallel 2 and Dry Bulk Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the Subject Shares.
 
OCM XL directly holds 15,337,546 shares, representing, together with the shares held by Excel described below, approximately 16.8% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of the shares it directly holds.
 
Fund GP 2A, in its capacity as the general partner of OCM XL, has the ability to direct the management of OCM XL’s business, including the power to vote and dispose of securities held by OCM XL; therefore, Fund GP 2A may be deemed to beneficially own OCM XL’s Subject Shares.
 
Fund GP II, in its capacity as the sole shareholder of Fund GP 2A, has the ability to direct the management of Fund GP 2A’s business, including the power direct the decisions of Fund GP 2A regarding the voting and disposition of securities held by OCM XL; therefore, Fund GP II may be deemed to have indirect beneficial ownership of OCM XL’s Subject Shares.
 
Capital II, in its capacity as the general partner of Fund GP II, has the ability to direct the management of Fund GP II’s business, including the power to direct the decisions of Fund GP II regarding the voting and disposition of securities held by OCM XL; therefore, Capital II may be deemed to have indirect beneficial ownership of OCM XL’s Subject Shares.
 
FIE, directly holds 8,580 Common Shares, representing less than 0.1% of the issued and outstanding Common Shares, and has the sole power to vote and dispose of such Common Shares.
 
Management, in its capacity as the sole director of each of VOF GP Ltd., IX Ltd., VIII Ltd. and Fund GP 2A, and managing member of FIE, has the ability to direct the management of VOF GP Ltd., IX Ltd., VIII Ltd. and Fund GP 2A, including the power to direct the decisions of VOF GP Ltd., IX Ltd., VIII Ltd. and Fund GP 2A regarding the voting and dispositions of the securities held by VOF, Parallel 2, Dry Bulk Holdings, OCM XL and FIE, respectively; therefore,
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 30 of 37
 
Management may be deemed to have indirect beneficial ownership of VOF’s, Parallel 2’s, Dry Bulk Holdings’, OCM XL’s and FIE’s Subject Shares.
 
Holdings, Inc., in its capacity as the general partner of each Management and Capital II, has the ability to direct the management of Management’s business and Capital II’s business, including the power to direct the decisions of Management and Capital II regarding the voting and disposition of securities held by VOF, Parallel 2, Dry Bulk Holdings and OCM XL; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of VOF’s, Parallel 2’s, Dry Bulk Holdings’ and OCM XL’s Subject Shares.
 
OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the voting and disposition of securities held by VOF, Parallel 2, Dry Bulk Holdings and OCM XL. Additionally, OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the voting and disposition of securities held by VOF, Fund IX, Parallel 2, Dry Bulk Holdings and OCM XL. Therefore, OCG may be deemed to have indirect beneficial ownership of the Subject Shares.
 
OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the voting and disposition of securities held by VOF, Fund IX, Parallel 2, Dry Bulk Holdings and OCM XL; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Subject Shares.
 
(c)
 
Except for the transaction described herein, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.
 
Item 3 is incorporated by reference into this Item 5(c).
 
(d) and (e)
 
Not applicable.”
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
No material change.
 
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 31 of 37
 

Item 7.
Material to be filed as Exhibits
 
The following are filed herewith as Exhibits to this Schedule 13D:
 
Exhibit 1
A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, which was filed as an Exhibit 1 to Amendment No. 4 to Schedule 13D with the Securities and Exchange Commission by the Reporting Persons on July 15, 2014 and is incorporated herein by reference.
 
 
Exhibit 2
Agreement and Plan of Merger, dated as of June 16, 2014, among Star Bulk Carriers Corp., Star Synergy LLC, Star Omas LLC, Oaktree OBC Holdings LLC, Millennia Limited Liability Company and the other parties named therein, which was filed as an Exhibit 10.1 to Form 20-F filed with the Securities and Exchange Commission by the Issuer on September 19, 2014 and is incorporated herein by reference.
 
 
Exhibit 3
Shareholders Agreement, dated as of July 11, 2014, by and among Star Bulk Carriers Corp., Oaktree Value Opportunities Fund, L.P., Oaktree Opportunities Fund IX Delaware, L.P., Oaktree Opportunities Fund IX (Parallel 2), L.P. and Oaktree Dry Bulk Holdings LLC, which was filed as an Exhibit 4.3 to Form 20-F filed with the Securities and Exchange Commission by the Issuer on March 22, 2018 and is incorporated herein by reference.
 
 
Exhibit 4
Amended and Restated Registration Rights Agreement, dated as of July 11, 2014, by and among Star Bulk Carriers Corp. and the shareholders and their affiliates party thereto, which was filed as an Exhibit 4.1 to Form 20-F filed with the Securities and Exchange Commission by the Issuer on March 22, 2018 and is incorporated herein by reference.
 
 
Exhibit 5
Lock Up Agreement, dated as of January 5, 2015, form of which is appended to the Underwriting Agreement, which was filed as an Exhibit 1.1 to Form 6-K filed with the Securities and Exchange Commission by the Issuer on January 14, 2015 and is incorporated herein by reference.
 
 
Exhibit 6
Lock Up Agreement, dated as of May 12, 2015, form of which is appended to the Placement Agency Agreement, which was filed as an Exhibit 1.1 to Form 6-K filed with the Securities and Exchange Commission by the Issuer on May 18, 2015 and is incorporated herein by reference.
 
 
Exhibit 7
Vessel Purchase Agreement by and among the Company, Excel and Christine Shipco Holdings Corp. dated August 19, 2014, which was filed as an Exhibit 99.1 to Form 6-K filed with the Securities and Exchange Commission by the Issuer on September 3, 2014 and is incorporated herein by reference.
 
 
Exhibit 8
Lock Up Agreement, dated as of September 15, 2016, form of which is appended to the Underwriting Agreement, which was filed as an Exhibit 1.1 to Form 6-K filed with the Securities and Exchange Commission by the Issuer on September 20, 2016 and is incorporated herein by reference.
 
 
Exhibit 9
Underwriting Agreement, dated as of June 26, 2018, filed as an Exhibit 1.1 to Form 6-K filed with the Securities and Exchange Commission by the Issuer on June 29, 2018 and is incorporated herein by reference.
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 32 of 37
 
SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 12 is true, complete and correct.
 
Dated as of December 18, 2018
 
 
OAKTREE VALUE OPPORTUNITIES FUND, L.P.
 
 
 
 
 
By:
Oaktree Value Opportunities Fund GP, L.P.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Value Opportunities Fund GP, Ltd.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
 
 
 
 
 
By:
Oaktree Value Opportunities Fund GP, Ltd.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 33 of 37

 
OAKTREE OPPORTUNITIES FUND IX DELAWARE, L.P.
 
 
 
 
 
By:
Oaktree Fund GP, LLC
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Fund GP I, L.P.
 
 
Its:
Managing Member
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Authorized Signatory
 
 
 
OAKTREE FUND GP, LLC
 
 
 
 
 
By:
Oaktree Fund GP I, L.P.
 
 
Its:
Managing Member
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Authorized Signatory
 
 
 
OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.
 
 
 
 
 
By:
Oaktree Opportunities Fund IX GP, L.P.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Opportunities Fund IX GP, Ltd.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
       
       
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 34 of 37

 
OAKTREE OPPORTUNITIES FUND IX GP, L.P.
 
 
 
 
 
By:
Oaktree Opportunities Fund IX GP, Ltd.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE OPPORTUNITIES FUND IX GP, LTD.
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE FUND GP I, L.P.
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Authorized Signatory
 
 
 
OAKTREE CAPITAL I, L.P.
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OCM HOLDINGS I, LLC
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
       
       

CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 35 of 37
 
 
 
OAKTREE HOLDINGS, LLC
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 

 
OCM XL HOLDINGS L.P.
 
 
 
 
 
By:
Oaktree Fund GP 2A Ltd.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE FUND GP 2A LTD.
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE FUND GP II, L.P.
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Authorized Signatory
 
 
 
OAKTREE CAPITAL II, L. P.
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Authorized Signatory
 
 
 
OAKTREE DRY BULK HOLDINGS LLC
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Authorized Signatory
 
       
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 36 of 37
 
 
OAKTREE OPPORTUNITIES FUND VIII, L.P.
 
 
 
 
 
By:
Oaktree Opportunities Fund VIII GP, L.P.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Opportunities Fund VIII GP Ltd.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE OPPORTUNITIES FUND VIII GP, L.P.
 
 
 
 
 
By:
Oaktree Opportunities Fund VIII GP Ltd.
 
 
Its:
General Partner
 
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE OPPORTUNITIES FUND VIII GP LTD.
 
 
 
 
 
By:
Oaktree Capital Management, L.P.
 
 
Its:
Director
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OCM FIE, LLC
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Authorized Signatory
 
 
 
OAKTREE CAPITAL MANAGEMENT, L.P.
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE HOLDINGS, INC.
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
       
 
CUSIP No. Y8162K121
 
 SCHEDULE 13D
Page 37 of 37
 
 
OAKTREE CAPITAL GROUP, LLC
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President
 
 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
 
Name: Jordan Mikes
 
 
 
Title: Vice President