UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
GasLog Ltd.
(Name of Issuer)
Common Shares, $0.01 par value per share
(Title of Class of Securities)
G37585109
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ X ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| 1. | Names of Reporting Persons.
Fairview Capital Investment Management, LLC |
2. Check the Appropriate Box if
a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 5,519,705
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 5,519,705
|
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 5,519,705
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented
by Amount in Row (9) 6.9%
12. Type of Reporting Person (See
Instructions) IA, OO
| 1. | Names of Reporting Persons.
Fairview Capital |
2. Check the Appropriate Box if
a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 5,519,705
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 5,519,705 |
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 5,519,705
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented
by Amount in Row (9) 6.9%
12. Type of Reporting Person (See
Instructions) CO, HC
| 1. | Names of Reporting Persons.
Andrew F. Mathieson |
2. Check the Appropriate Box if
a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 4,000
|
6. Shared Voting Power 5,519,705 |
7. Sole Dispositive Power 4,000 |
8. Shared Dispositive Power 5,519,705 |
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 5,523,705
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented
by Amount in Row (9) 6.9%
12. Type of Reporting Person (See
Instructions) IN, HC
| 1. | Names of Reporting Persons.
Scott W. Clark |
2. Check the Appropriate Box if
a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 5,519,705
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 5,519,705 |
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 5,519,705
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented
by Amount in Row (9) 6.9%
12. Type of Reporting Person (See
Instructions) IN, HC
| 1. | Names of Reporting Persons.
Darlington Partners, L.P. |
2. Check the Appropriate Box if
a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. Sole Voting Power 0
|
6. Shared Voting Power 5,519,705
|
7. Sole Dispositive Power 0 |
8. Shared Dispositive Power 5,519,705 |
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 5,519,705
10. Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented
by Amount in Row (9) 6.9%
12. Type of Reporting Person (See
Instructions) PN
Item 1.
(a) Name of Issuer
GasLog Ltd.
(b) Address of Issuer’s Principal
Executive Offices
c/o GasLog Monaco S.A.M., Gildo Pastor Center, 7 Rue du Gabian MC, 98000, Monaco
Item 2.
(a) The names of the persons filing
this statement are:
Fairview Capital Investment Management, LLC (“FCIM LLC”)
Fairview Capital
Andrew F. Mathieson
Scott W. Clark
Darlington Partners, L.P. (“Darlington”)
(collectively, the “Filers”).
(b) The principal business office
of the Filers is located at:
300 Drakes Landing Road, Suite 250, Greenbrae, CA 94904
| (c) | For citizenship of Filers, see Item 4 of the cover sheet for each Filer. |
| (d) | This statement relates to shares of Common Shares, $0.01 par value per share of the Issuer (the “Stock”). |
| (e) | The CUSIP number of the Issuer is: G37585109 |
Item 3. If this statement is
filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ X ] An investment adviser
in accordance with section 240.13d-1(b)(1)(ii)(E) (as to FCIM LLC).
(f) [ ] An employee benefit plan
or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
(g) [ X ] A parent holding company
or control person in accordance with 240.13d-1(b)(1)(ii)(G) (as to Fairview Capital, Mr. Mathieson and Mr. Clark).
(h) [ ] A savings association
as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is
excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance
with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
See Items 5-9 and 11 of the cover page for each Filer.
Item 5. Ownership of Five Percent
or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following [ ].
Item 6. Ownership of More than
Five Percent on Behalf of Another Person.
FCIM LLC is an investment adviser whose clients have the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. It is the general partner
and investment adviser of Darlington. No individual client’s holdings of the Stock, other than those of Darlington, are more
than five percent of the outstanding Stock. Fairview Capital is the manager of FCIM LLC. Mr. Mathieson is the controlling shareholder
and President of Fairview Capital. Mr. Clark is the Managing Partner and a portfolio manager of Darlington.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification
of Members of the Group.
The Filers are filing this Schedule 13G jointly but not as members
of a group, and each disclaims membership in a group. Each of FCIM LLC, Fairview Capital, Mr. Mathieson and Mr. Clark disclaims
beneficial ownership of the Stock, except to the extent of that person’s pecuniary interest therein. In addition, the filing
of this Schedule 13G on behalf of Darlington should not be construed as an admission that it is, and it disclaims that it is, the
beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of any of the Stock covered by this Schedule
13G.
Item 9. Notice of Dissolution
of Group
Not applicable.
Item 10. Certification of FCIM
LLC, Fairview Capital, Mr. Mathieson and Mr. Clark
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Certification of Darlington:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
Exhibits: Joint Filing Agreement
SIGNATURE
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.
Dated: February 10, 2016
FAIRVIEW CAPITAL INVESTMENT MANAGEMENT, LLC
By: Fairview Capital,
Manager
By: /s/ Andrew F. Mathieson, President
|
FAIRVIEW CAPITAL
By: /s/ Andrew F. Mathieson, President |
/s/ Andrew F. Mathieson |
/s/ Scott W. Clark
|
DARLINGTON PARTNERS, L.P.
By: /s/ Scott W. Clark, Managing Partner
|
|
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with
the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any
amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection
with purchases and sales by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a
statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned
hereby constitute and appoint Fairview Capital Investment Management, LLC, a California limited liability company, as their true
and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to
be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary
to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases
and sales, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as
fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
Dated: September 3, 2015
FAIRVIEW CAPITAL INVESTMENT MANAGEMENT, LLC
By: Fairview Capital,
Manager
By: /s/ Andrew F. Mathieson, President
|
FAIRVIEW CAPITAL
By: /s/ Andrew F. Mathieson, President |
/s/ Andrew F. Mathieson |
/s/ Scott W. Clark
|
DARLINGTON PARTNERS, L.P.
By: /s/ Scott W. Clark, Managing Partner
|
|
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