1
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NAMES OF REPORTING PERSONS: Reuben Brothers Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): n/a
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER:
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0
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6
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SHARED VOTING POWER:
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5,129,265 (See Item 4)
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7
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SOLE DISPOSITIVE POWER:
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0
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8
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SHARED DISPOSITIVE POWER:
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5,129,265 (See Item 4)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5,129,265 (See Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.01%(See Item 4)
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12
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TYPE OF REPORTING PERSON (see instructions): CO
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1
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NAMES OF REPORTING PERSONS: Alexander Bushaev
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): n/a
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER:
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0
|
|
6
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SHARED VOTING POWER:
|
5,129,265 (See Item 4)
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||
7
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SOLE DISPOSITIVE POWER:
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0
|
||
8
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SHARED DISPOSITIVE POWER:
|
5,129,265 (See Item 4)
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||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5,129,265 (See Item 4)
|
|||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
|||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.01%(See Item 4)
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12
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TYPE OF REPORTING PERSON (see instructions): IN
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Item 1(a)
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Name of Issuer:
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Orient-Express Hotels Ltd.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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22 Victoria Street
P.O. Box HM 1179
Hamilton HMEX
Bermuda
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Item 2(a).
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Name of Person Filing:
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This statement is filed by: (i) Reuben Brothers Limited and Alexander Bushaev, with respect to shares of Class A common stock, $0.01 par value (“Shares”) of the Issuer beneficially owned by Reuben Brothers Limited.
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Reuben Brothers Limited and Alexander Bushaev have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The address of the principal business office of Reuben Brothers Limited is: 3 Mangrove Bay Road, Sandys Parish, Bermuda. The address of the principal business office of Mr. Bushaev is: Chemin de Pinchat 44, CH-1234 Vessy, Switzerland.
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Item 2(c).
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Citizenship:
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Reuben Brothers Limited is a company organized under the laws of Bermuda. Mr. Bushaev is a citizen of the United Kingdom.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, $0.01 par value
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Item 2(e).
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CUSIP Number:
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G67743107
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Item 4.
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Ownership.
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Reuben Brothers Limited
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(a)
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Amount beneficially owned: 5,129,265
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(b)
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Percent of Class: 5.01%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 5,129,265
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(iii)
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Sole power to dispose or to direct the disposition of : 0
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(iv)
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Shared power to dispose or to direct the disposition of: 5,129,265
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Alexander Bushaev
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(a)
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Amount beneficially owned: 5,129,265 (through investment management for Reuben Brothers Limited, see note below)
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(b)
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Percent of Class: 5.01% (through investment management for Reuben Brothers Limited, see note below)
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(c)
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Number of shares as to which such person has:
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||
(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 5,129,265*
|
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(iv)
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Sole power to dispose or to direct the disposition of : 0
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(iv)
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Shared power to dispose or to direct the disposition of: 5,129,265*
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In addition to the above, Reuben Brothers Limited has entered into contracts pursuant to which additional shares of the Issuer may be put to it, but Reuben Brothers Limited has neither the right nor the obligation to acquire such shares within sixty days of April 12, 2011 (the date of the event which requires filing of this statement), so such shares are not included in the Shares beneficially owned by any of the Reporting Persons.
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*The Shares reported in this statement are directly owned by Reuben Brothers Limited and beneficially owned indirectly, as a result of voting and investment power, by Alexander Bushaev, who owns no Shares directly and who has no economic ownership of the Shares. Mr. Bushaev manages the investments for Reuben Brothers Limited pursuant to a contract, and by reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, may be deemed to beneficially own 5,129,265 Shares directly owned by Reuben Brothers Limited. Mr. Bushaev disclaims beneficial ownership of any of the Shares covered by this statement.
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Item 5.
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Ownership of Five Percent or Less of a Class.
|
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Item 4.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certifications.
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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.
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Reuben Brothers Limited
By: /s/ ALAIN KOSTENBAUM
Its: Director
Authorized Person
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/s/ ALEXANDER BUSHAEV
Alexander Bushaev
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