4/A: Pilgrim Entities Revoke Form 4, Clarify Sable Offshore Ownership

Pilgrim Global ICAV and Pilgrim Global Advisors LLC filed an amended Form 4 to revoke a previously reported transaction, clarifying they are not beneficial owners of Sable Offshore Corp. shares for Section 16 purposes.

Summary

• Pilgrim Global ICAV and Pilgrim Global Advisors LLC (the "Pilgrim Entities") filed an amended Form 4 (Form 4/A) to correct a previous filing.
• The original Form 4, filed on April 21, 2025, incorrectly reported a disposition of Sable Offshore Corp. (SOC) securities on April 17, 2025.
• The actual event was an in-kind distribution of SOC Common Shares on March 30, 2025, to certain controlling shareholders of Pilgrim Global Advisors LLC.
• This distribution did not result in any change in pecuniary interest for the Pilgrim Entities.
• Based on an amended Form 3 filed on November 6, 2025, Pilgrim Global Advisors LLC does not have beneficial ownership of SOC shares under Rule 16a-1(a)(1)(v).
• Pilgrim Global ICAV also does not have beneficial ownership under Rule 16a-1(a)(1)(x) due to delegated investment and voting authority.
• The Pilgrim Entities hold any SOC shares for the benefit of third-party investors and did not acquire them to influence control.
• Consequently, neither Pilgrim Entity is considered a beneficial owner for Section 16 purposes and is not subject to its reporting or matching provisions.
• The original Form 4 is deemed revoked.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While an initial error occurred, the amendment provides clarity and resolves potential ambiguities regarding beneficial ownership and regulatory compliance, which is a positive for transparency.

Positives

• The Pilgrim Entities have clarified their beneficial ownership status, indicating they are not subject to Section 16 reporting requirements for Sable Offshore Corp. shares.
• The in-kind distribution of shares did not result in a change in pecuniary interest for the Pilgrim Entities.
• The Pilgrim Entities explicitly state they did not acquire shares with the purpose or effect of changing or influencing control of Sable Offshore Corp.

Negatives

• An incorrect Form 4 was initially filed, leading to a need for amendment and clarification.

Risks

• Potential for misinterpretation of ownership structures if not clearly communicated, as demonstrated by the initial incorrect filing.

Future Outlook

The filing clarifies the Pilgrim Entities' non-beneficial ownership status for Sable Offshore Corp. shares, indicating no future reporting obligations under Section 16 for these entities regarding SOC.

Management Comments

• The Adviser and the Fund did not acquire any Shares with the purpose or effect of changing or influencing control of Sable or engaging in any arrangement subject to Rule 13d-3(b).
• Any Shares held by the Pilgrim Entities are held for the benefit of third-party investors.
• Therefore, neither of the Pilgrim Entities are the beneficial owners of any Shares for purposes of Section 16, and neither of them are subject to the reporting requirements of Section 16(a) or the matching provisions of Section 16(b).
• Such Form 4 should be deemed revoked.

Industry Context

This filing is a routine amendment to clarify beneficial ownership, a common occurrence in the investment fund industry where complex ownership structures and regulatory interpretations require precise disclosure. It highlights the importance of accurate Section 16 reporting for large shareholders and investment advisors.

Stakeholder Impact

• Shareholders (Sable Offshore Corp.): Provides clarity on the ownership structure and confirms that Pilgrim Entities are not seeking to influence control, potentially reducing uncertainty.
• Regulatory Authorities: Corrects an erroneous filing, ensuring compliance with SEC regulations.

Next Steps

• The original Form 4 is deemed revoked.
• Pilgrim Entities will not be subject to Section 16(a) reporting or 16(b) matching provisions for Sable Offshore Corp. shares.

Key Dates

Keywords

Sable Offshore Corp., SOC, Pilgrim Global ICAV, Pilgrim Global Advisors LLC, SEC Form 4/A, Beneficial Ownership, Section 16, In-kind Distribution, Shareholder, Investment Fund