4/A: Pilgrim Entities Revoke SEC Filings, Deny Sable Offshore Control

Pilgrim Global ICAV and Pilgrim Global Advisors LLC have filed an amended Form 4, revoking previous filings and clarifying they do not hold beneficial ownership in Sable Offshore Corp. for Section 16 purposes.

Summary

• Pilgrim Global ICAV and Pilgrim Global Advisors LLC (the "Pilgrim Entities") filed an amended Form 4 (Form 4/A) with the SEC.
• The amendment states that a previously filed Form 4 on July 22, 2025, and several other Forms 4 and a Form 3, should not have been filed.
• The reported "disposition of securities" on July 18, 2025, was actually an in-kind distribution of Sable Offshore Corp. Common Shares to a controlling shareholder of Pilgrim Global Advisors LLC on June 30, 2025.
• Pilgrim Global Advisors LLC does not have beneficial ownership of any shares pursuant to Rule 16a-1(a)(1)(v).
• Pilgrim Global ICAV has delegated all investment and voting authority and does not have beneficial ownership of shares pursuant to Rule 16a-1(a)(1)(x).
• The Pilgrim Entities did not acquire shares with the purpose or effect of changing or influencing control of Sable Offshore Corp. (Sable).
• Any shares held by the Pilgrim Entities are for the benefit of third-party investors.
• Neither Pilgrim Entity is considered a beneficial owner of Sable shares for purposes of Section 16, and thus they are not subject to Section 16(a) reporting requirements or Section 16(b) matching provisions.
• All previous related filings, including Form 4s on March 27, 2024, May 16, 2024, August 29, 2024, September 23, 2024, October 29, 2024, October 17, 2025, and a Form 3 on October 17, 2025, are deemed revoked.

Sentiment

Score: 6

Explanation: The filing is neutral in terms of company performance but positive in clarifying a regulatory misunderstanding and correcting past errors, which is a good governance practice. The initial error is a slight negative, but the comprehensive correction is a positive for transparency and compliance.

Positives

• Clarification of ownership structure reduces ambiguity regarding control and reporting obligations for Sable Offshore Corp. shares.
• Pilgrim Entities explicitly state they do not intend to influence control of Sable Offshore Corp., which can reassure other investors.
• The proactive correction of past administrative errors demonstrates good corporate governance and regulatory compliance efforts.

Negatives

• Previous incorrect filings may have caused confusion or misinterpretation of ownership stakes in Sable Offshore Corp. among investors and the market.
• The necessity for an amendment indicates a past administrative oversight or error in SEC reporting by the Pilgrim Entities.

Risks

• Potential for misinterpretation of beneficial ownership rules by other entities, leading to similar reporting errors.
• Reputational risk for the Pilgrim Entities due to incorrect past filings, although mitigated by this comprehensive clarification.

Future Outlook

The Pilgrim Entities clarify that they do not intend to influence control of Sable Offshore Corp. and hold shares solely for the benefit of third-party investors, indicating no future strategic moves related to control from these entities.

Management Comments

• "The Adviser does not have beneficial ownership of any Shares pursuant to Rule 16a-1(a)(1)(v)."
• "The Fund has delegated all investment and voting authority and furthermore does not have beneficial ownership of Shares pursuant to Rule 16a-1(a)(1)(x)."
• "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 filings should be deemed revoked."

Industry Context

This filing clarifies a specific reporting entity's relationship with Sable Offshore Corp., which is common in the investment management industry where funds hold shares for clients without exercising control, thus avoiding certain regulatory reporting burdens. It highlights the complexities of beneficial ownership rules under Section 16 of the Securities Exchange Act of 1934, which are critical for transparency in public markets.

Corporate Governance

Related Party Transactions

• An in-kind distribution of Common Shares of Sable Offshore Corp. to a controlling shareholder of Pilgrim Global Advisors LLC on June 30, 2025, which was the transaction incorrectly reported as a disposition.

Stakeholder Impact

• Shareholders (Sable Offshore Corp.): Clarifies the true beneficial ownership structure, removing any potential misperception of Pilgrim Entities' control or influence over the company.
• Regulatory Authorities (SEC): Corrects the public record regarding Section 16 reporting compliance, ensuring accurate market information.
• Pilgrim Entities: Reduces their regulatory reporting burden and clarifies their compliance status, avoiding future incorrect filings.

Next Steps

• Pilgrim Entities will cease filing Section 16 reports for Sable Offshore Corp. as they are not deemed beneficial owners.
• Sable Offshore Corp. and its investors should update their records regarding Pilgrim Entities' beneficial ownership status based on this clarification.

Key Dates

Keywords

Pilgrim Global ICAV, Pilgrim Global Advisors LLC, Sable Offshore Corp., SOC, Form 4/A, Beneficial Ownership, Section 16, SEC Filing, Ownership Amendment, Investment Fund