s13ga_021412-scorpio.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Scorpio Tankers Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
Y7542C106
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]       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).
 

 
 


CUSIP NO. Y7542C106
 
1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Kensico Capital Management Corporation
 
13-4079277
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
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
 
  3,515,150
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
3,515,150
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,515,150
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
9.2%
12.
Type of Reporting Person
CO

 
 
 

CUSIP NO. Y7542C106

1.
Names of Reporting Person
 
I.R.S. Identification Nos. of Above Persons (entities only)
Michael B. Lowenstein
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
3,515,150
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
3,515,150
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,515,150
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
9.2%
12.
Type of Reporting Person
IN, HC


 
 

CUSIP NO. Y7542C106

1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Thomas J. Coleman
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
3,515,150
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
3,515,150
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,515,150
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
9.2%
12.
Type of Reporting Person
IN, HC

 
 
 

CUSIP NO. Y7542C106

Amendment No. 1 to Schedule 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission (the "Commission") on behalf of the Reporting Persons on November 24, 2010 (the "Schedule 13G").  Terms defined in the Schedule 13G are used herein as so defined.
 
The following items of the Schedule 13G are hereby amended and restated as follows:
 
Item 4.                      Ownership.

For each Reporting Person:

(a)           Amount beneficially owned:

Each of Kensico Capital Management, Mr. Lowenstein and Mr. Coleman may be deemed to beneficially own the 3,515,150 shares of Common Stock held for the accounts of the Funds as of December 31, 2011. Of such 3,515,150 shares of Common Stock , Kensico Partners directly beneficially owns 810,894 shares of Common Stock, Kensico Associates directly beneficially owns 1,232,929 shares of Common Stock, Kensico Offshore directly beneficially owns 1,013,027 shares of Common Stock, and Kensico Offshore II directly beneficially owns 458,300 shares of Common Stock.

(b)           Percent of class:

9.2%

This percentage is based on 38,345,394 shares of Common Stock issued and outstanding as of December 7, 2011, as reported in the Issuer's Report of Foreign Issuer on Form 6-K filed with the Commission on December 7, 2011.

(c)           Number of shares to which each Reporting Person has:

(i)           Sole power to vote or direct the vote:  -0-

(ii)           Shared power to vote or direct the vote:  3,515,150

(iii)           Sole power to dispose or to direct the disposition of:  -0-

(iv)           Shared power to dispose of or direct the disposition of:  3,515,150

 
 

 
CUSIP NO. Y7542C106

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 13, 2012
 
 
 
 
 
KENSICO CAPITAL MANAGEMENT CORPORATION
 
 
By:
/s/ Michael B. Lowenstein
   
Michael B. Lowenstein, Authorized Signatory
Name/Title
 
 
 
MICHAEL B. LOWENSTEIN
 
/s/ Michael B. Lowenstein
 
 
THOMAS J. COLEMAN
 
/s/ Thomas J. Coleman