UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
 
Belmond Ltd.
(Name of Issuer)
 
 
Class A Common Shares
(Title of Class of Securities)
 
 
G67743107
(CUSIP Number)
 
Mr. Beejal Desai
Vice President – Legal & Company Secretary
The Indian Hotels Company Limited
Ninth Floor, Express Towers
Barrister Rajni Patel Marg
Nariman Point, Mumbai 400 021, India
+91 22 6137 1602
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
with a copy to:
  
Stephen M. Besen
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
(212) 848-4000
  
February 22, 2016
  (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 that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o
 
* 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.
 
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).
 
 
 
 
 
 
    
SCHEDULE 13D
 
CUSIP No.  G67743107
  
Page 2 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
The Indian Hotels Company Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
 
 
3
SEC USE ONLY
  
  
4
SOURCE OF FUNDS (See Instructions)
  
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
  
  
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
Republic of India
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
  
0
8
SHARED VOTING POWER
   
5,860,049 Class A Common Shares
9
SOLE DISPOSITIVE POWER
   
0
10
SHARED DISPOSITIVE POWER
   
5,860,049 Class A Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
5,860,049 Class A Common Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
  
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
5.73%
14
TYPE OF REPORTING PERSON (See Instructions)
    
HC
  
 
Page 2 of 7
 
  
SCHEDULE 13D
 
CUSIP No.  G67743107
  
Page 3 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Samsara Properties Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
 
 
3
SEC USE ONLY
   
   
4
SOURCE OF FUNDS (See Instructions)
   
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
    
    
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
   
0
8
SHARED VOTING POWER
    
5,860,049 Class A Common Shares
9
SOLE DISPOSITIVE POWER
   
0
10
SHARED DISPOSITIVE POWER
   
5,860,049 Class A Common Shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
5,860,049 Class A Common Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
   
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    
5.73%
14
TYPE OF REPORTING PERSON (See Instructions)
   
CO
 
 
 
Page 3 of 7
 
   
Item 1.
Security and Issuer.
 
This Amendment No. 7 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed on September 17, 2007, as amended by Amendment No. 1 filed on December 7, 2007, Amendment No. 2 filed on December 19, 2007, Amendment No. 3 filed on April 29, 2009, Amendment No. 4 filed on October 18, 2012, Amendment No. 5 filed on October 26, 2012 and Amendment No. 6 filed on November 8, 2013 (collectively, the “Schedule 13D”), with the Securities and Exchange Commission, by The Indian Hotels Company Limited (“Indian Hotels”) and Samsara Properties Limited (“Samsara” and, together with Indian Hotels, the “Reporting Persons”), relating to the Class A common shares, par value $0.01 per share (the “Shares”), of Belmond Ltd., a company organized under the laws of Bermuda (the “Company”).
 
Item 5.
Purpose of Transaction
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 
a.
The responses of Indian Hotels and Samsara to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

 
b.
The responses of Indian Hotels and Samsara to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

 
c.
The transactions in the Shares effected during the past 60 days by the Reporting Persons are set forth below:

Date of the
Transaction
Number of
Shares Sold
Price per
Share ($)
Type of the
Transaction
February 17, 2016
175,000
9.2352
Market transaction
February 18, 2016
9,783
9.2507
Market transaction
February 19, 2016
166,861
9.1980
Market transaction
February 22, 2016
200,000
9.3796
Market transaction
February 23, 2016
61,576
9.4045
Market transaction
February 24, 2016
34,003
9.4002
Market transaction

 
d.
To the best knowledge of Indian Hotels and Samsara, no other person has the  right to receive or the power to direct the receipt of proceeds from the sale of the Shares that were beneficially owned by Indian Hotels and Samsara prior to the date hereof.


 
Page 4 of 7
 
  
Item 7.
Material to Be Filed as Exhibits.
 
Exhibit No.
Description
   
A
Joint Filing Agreement, dated February 25, 2016, among The Indian Hotels Company Limited and Samsara Properties Limited
   
 
 
 
 
 
 
 
 
 
 
 
Page 5 of 7
 
  
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 25, 2016
 THE INDIAN HOTELS COMPANY LIMITED  
         
         
  By:  /s/ Anil P. Goel  
    Name:
Anil P. Goel
  
    Title:
Executive Director - Finance
  
         
    
  SAMSARA PROPERTIES LIMITED  
         
         
  By:  /s/ R. H. Parekh  
    Name:
R. H. Parekh
  
    Title:
Director
  
         
 
 
 
 
 
 
 
 
 
 
 
 
Page 6 of 7
 
  
EXHIBIT INDEX
 
Exhibit No.
Description
   
A
Joint Filing Agreement, dated February 25, 2016, among The Indian Hotels Company Limited and Samsara Properties Limited
   
 
 
 
 
 
 
 
 
 
 
 
Page 7 of 7