UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under The Securities Exchange Act of 1934
(Amendment No. 5)
Ship Finance International Limited
(Name of Issuer)
 
Common Shares, par value $0.01 per share
(Title of Class of Securities)
 
G81075106
(CUSIP Number)
 
Hemen Holding Limited
c/o Seatankers Management Co. Ltd
P.O. Box 53562
CY-3399 Limassol
Cyprus
Attn: Spyros Episkopou
+1 (357) 25-858-300
 
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)

January 24, 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 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.
G81075106
    

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
  
     
 
OO
  

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
  
     
 
*26,992,070
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  
10.
SHARED DISPOSITIVE POWER
  
     
 
*26,992,070
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
*26,992,070
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
26.2%
  

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. Hemen Holding Limited may also be deemed to beneficially own the 6,100,000 Common Shares it has lent to Farahead Investments Inc. due to the Farahead Share Lending Arrangement. The 26,992,070 Common Shares includes Frontline Ltd.'s 73,383 Common Shares and Farahead Investments Inc.'s 6,100,000 Common Shares.

CUSIP No.
G81075106
    

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
  
     
 
OO
  

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
  
     
 
73,383
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
     
 
73,383
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
73,383
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
0.1%
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

CUSIP No.
G81075106
    

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
  
     
 
OO
  

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
  
     
 
*26,992,070
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
     
 
*26,992,070
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
*26,992,070
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
26.2%
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

* Greenwich Holdings Limited is the sole shareholder of Hemen Holding Limited. As such, it may be deemed to beneficially own the Common Shares that Hemen Holding Limited beneficially owns.

CUSIP No.
G81075106
    

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
  
     
 
OO
  

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
  
     
 
*26,992,070
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
     
 
*26,992,070
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
*26,992,070
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
26.2%
  

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 "C.K. Limited Trusts"). The C.K. Limited Trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Hemen Holding Limited. As such, C.K. Limited may be deemed to beneficially own the Common Shares that Hemen Holding Limited beneficially owns.

CUSIP No.
G81075106
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Farahead Investments Inc.
  

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

3.
 SEC USE ONLY
  

4.
SOURCE OF FUNDS
  
     
 
OO
  

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Liberia
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
*6,100,000
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
     
 
*6,100,000
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
*6,100,000
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
5.9%
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

* Farahead Investments Inc. beneficially owns 6,100,000 Common Shares, which have been borrowed from Hemen Holding Limited.

CUSIP No.
G81075106
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Greenfields Holding Inc.
  

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

3.
 SEC USE ONLY
  

4.
SOURCE OF FUNDS
  
     
 
OO
  

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

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Liberia
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.
SOLE VOTING POWER
  
     
 
0
  

8.
SHARED VOTING POWER
  
     
 
*6,100,000
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
     
 
*6,100,000
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
*6,100,000
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
5.9%
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

* Greenfields Holding Inc. is the sole shareholder of Farahead Investments Inc. As such, it may be deemed to beneficially own the Common Shares that Farahead Investments Inc. beneficially owns.

CUSIP No.
G81075106
    

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

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

3.
SEC USE ONLY
  

4.
SOURCE OF FUNDS
  
     
 
OO
  

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
  
     
 
*6,100,000
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
     
 
*6,100,000
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
*6,100,000
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
5.9%
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  

* GSA Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members (the "GSA Limited Trusts," and together with the C.K. Limited Trusts, the "Trusts"). The GSA Limited Trusts are the sole shareholders of Greenfields Holdings Inc. and the indirect owners of Farahead Investments Inc. As such, GSA Limited may be deemed to beneficially own the Common Shares that Farahead Investments Inc. beneficially owns.

CUSIP No.
G81075106
    

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
  
     
 
OO
  

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
  
     
 
*26,992,070
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
  
     
 
*26,992,070
  

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
     
 
*26,992,070
  

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

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
26.2%
  

14.
TYPE OF REPORTING PERSON
  
     
 
IN
  

* Mr. Fredriksen may be deemed to beneficially own 26,992,070 Common Shares through his indirect influence over Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc., and Greenfields Holding Inc., the shares of which are held in the Trusts. The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 26,992,070 Common Shares beneficially owned by Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc. and Greenfields Holding Inc. except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 26,992,070 Common Shares beneficially owned by Hemen Holding Limited, Greenwich Holdings Limited, Farahead Investments Inc. and Greenfields Holding Inc.

CUSIP No.
G81075106
    
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5 (this "Amendment No. 5") amends and supplements the Schedule 13D/A filed by Hemen Holding Limited, a company incorporated in Cyprus ("Hemen"), Frontline Ltd., a Bermuda exempted company ("Frontline"), Greenwich Holdings Limited, a company incorporated in Cyprus ("Greenwich"), C.K. Limited, a company incorporated in Jersey ("C.K. Limited"), Farahead Investments Inc., a company incorporated in Liberia ("Farahead"), Greenfields Holding Inc., a company incorporated in Liberia ("Greenfields"), GSA Limited, a company incorporated in Jersey ("GSA Limited"), and John Fredriksen, a citizen of Cyprus ("Fredriksen," and, together with Frontline, Hemen, Greenwich, C.K. Limited, Farahead, Greenfields and GSA Limited, the "Reporting Persons") on July 14, 2017, as amended on November 7, 2017 and December 14, 2017 (collectively, the "Schedule 13D/A"), with respect to the common shares, par value $0.01 per share (the "Common Shares") of Ship Finance International Limited, a Bermuda exempted company (the "Issuer"). Capitalized terms used in this Amendment No. 5 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D/A. Except as specifically amended by this Amendment No. 5, the Schedule 13D/A is unchanged.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
This Amendment No. 5 supplements Item 5 to the Schedule 13D/A as follows:
On January 24, 2018, Hemen, SFLC, the Issuer, and DNB Bank ASA ("DNB") agreed to amend and restate the SFLC Share Lending Agreement I (the "Amended and Restated Share Lending Agreement") in order to, among other things, substitute DNB for SFLC as the borrower thereunder and to extend the termination date of the agreement. See Exhibit C. Share loans under the Amended and Restated Share Lending Agreement will terminate, and the SFLC Loan I Shares or a Cash Payment (as defined in the Amended and Restated Share Lending Agreement), if any, must be delivered to Hemen on the earlier of the first business day after January 24, 2023 or the fifth business day following the Facility Termination Date (as defined in the Amended and Restated Share Lending Agreement).
DNB may cancel any portion of the share loan before January 24, 2023 or the Facility Termination Date on any business day by giving written notice thereof to Hemen and paying to Hemen a Cash Payment. DNB or Hemen may also terminate all or any portion of the share loan after providing the other party with written notice thereof not less than 65 calendar days, or such shorter written notice as is acceptable to both the DNB and Hemen prior to such termination (the "Designated Delivery Date"), and by transferring on the Designated Delivery Date the corresponding number of SFLC Loan I Shares under the share loan to Hemen (or its nominee).
Item 7. Materials to be Filed as Exhibits
This Amendment No. 5 amends and restates Item 7 of the Schedule 13D/A in its entirety as follows:
Exhibit A:
Joint Filing Agreement
   
Exhibit B:
SFLC Share Lending Agreement I (incorporated by reference to Exhibit B of the Reporting Persons' Schedule 13D/A filed with the U.S. Securities and Exchange Commission on October 11, 2016)
   
Exhibit C
Amended and Restated Share Lending 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.
 
February 1, 2018
  
 
(Date)
  
   
 
Hemen Holding Limited
   
 
By: /s/ Spyros Episkopou
 
Name: Spyros Episkopou
Title: Director
 
 
Frontline Ltd.
   
 
By: /s/ Inger M. Klemp
 
Name: Inger M. Klemp
Title: Principal Financial Officer
 
 
Greenwich Holdings Limited
   
 
By: /s/ Spyros Episkopou
 
Name: Spyros Episkopou
Title: Director
 
 
C.K. Limited
   
 
By: /s/ Spyros Episkopou
 
Name: Spyros Episkopou
Title: Director
 
 
Farahead Investments Inc.
   
 
By: /s/ Spyros Episkopou
 
Name: Spyros Episkopou
Title: Director
 
 
Greenfields Holding Inc.
   
 
By: /s/ Spyros Episkopou
 
Name: Spyros Episkopou
Title: Director
   
 
GSA Limited
   
 
By: /s/ Spyros Episkopou
 
Name: Spyros Episkopou
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).