UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2019

Commission File Number:  001-34677

Scorpio Tankers Inc.
(Translation of registrant's name into English)
 
9, Boulevard Charles III, Monaco 98000
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]       Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ].

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.



INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On January 18, 2019, Scorpio Tankers Inc. (the "Company") effected a one-for-ten reverse stock split (the "RSS") and related reduction in authorized share capital.
Effective as of the open of business on January 18, 2019, the conversion rates of the Company's Convertible Senior Notes due 2019 (the "2019 Notes") and Convertible Senior Notes due 2022 (the "2022 Notes") have been adjusted to reflect the RSS, as follows:
·
The new conversion rate for the 2019 Notes will be 10.0534 shares of the Company's common shares per $1,000 principal amount of the 2019 Notes; prior to the RSS the conversion rate for the 2019 Notes was 100.5396 shares for each $1,000 principal amount of the 2019 Notes.
·
The new conversion rate for the 2022 Notes will be 25.33617 shares of the Company's common shares per $1,000 principal amount of the 2022 Notes; prior to the RSS the conversion rate for the 2019 Notes was 253.3617 shares for each $1,000 principal amount of the 2022 Notes. 
The adjustments to the conversion rates were made pursuant to section 14.04(a) of the indentures for the 2019 Notes and 2022 Notes, which applies to stock splits of the Company's common shares. In accordance with section 14.04(a), the Company has adjusted the conversion rates for the 2019 Notes and 2022 Notes due to the RSS pursuant to the following formula:
 
CR1 = CR0
×
OS1
 
 
OS0
 

where,
CR0 =
the conversion rate in effect immediately prior to the open of business on the ex-dividend date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or share combination, as applicable;
CR1 =
the conversion rate in effect immediately after the open of business on such ex-dividend date or effective date;
OS0 =
the number of shares of our common stock outstanding immediately prior to the open of business on such ex-dividend date or effective date; and
OS1 =
the number of shares of our common stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination.
Attached to this Report on Form 6-K (the "Report") as Exhibit 3.3 is a copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, as amended, filed with the Registrar of Corporations of the Republic of the Marshall Islands, to effect the RSS and related reduction in authorized share capital on January 18, 2019.
Attached to this Report as Exhibit 4.1 is a copy of the new form of share certificate for the Company's post-RSS shares of common stock.
This Report and the exhibits attached hereto are hereby incorporated by reference into the Company's Registration Statement on Form F-3 (Registration No. 333-210284) that was filed with the U.S. Securities and Exchange Commission with an effective date of March 18, 2016.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
SCORPIO TANKERS INC.
 
(registrant)
   
   
Dated: January 18, 2019
By:
/s/  Brian Lee
   
Brian Lee
   
Chief Financial Officer
     
 
 

Exhibit 3.3

 
ARTICLES OF AMENDMENT

 OF

SCORPIO TANKERS INC.
Reg. No. 36141
 
     
     
     
     
     
     
   
   
   
   
   
   
   
 
REPUBLIC OF THE MARSHALL ISLANDS
   
 
REGISTRAR OF CORPORATIONS
   
 
DUPLICATE COPY
   
 
The original of this Document was filed in
accordance with Section 5 of the
Business Corporations Act on
   
   
     
     
NON RESIDENT
 
     
   
January 17, 2019
     
     
     
   
/s/ Cynthia Ro
   
Cynthia Ro
   
Deputy Registrar
     
     
 
 
     
     




ARTICLES OF AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
SCORPIO TANKERS INC. PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

The undersigned, Emanuele A. Lauro, as the Chief Executive Officer of Scorpio Tankers Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands on July l, 2009 (the "Corporation"), for the purpose of amending the Amended and Restated Articles of Incorporation, as amended, of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certifies that:
1.
The name of the Corporation is: Scorpio Tankers Inc.
2.
The Articles of Incorporation were filed with the Registrar of Corporations on the 1st day of July, 2009.
3.
The Articles of Amendment were filed with the Registrar of Corporations on the 9th day of December, 2009 to change the name of the Corporation to Scorpio Tankers Inc.
4.
The Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on the 17th day of March 2010.
5.
The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Registrar of Corporations on the 23rd day of June 2014.
6.
The Articles of Amendment to the Amended and Restated Articles of Incorporation, as amended, were filed with the Registrar of Corporations on the 1st day of June 2018.
7.
Section D of the Amended and Restated Articles of Incorporation, as amended, is hereby amended and restated in its entirety to read as follows:
"D. Effective with the commencement of business on January 18, 2019, the Corporation has effected a one-for-ten reverse stock split as to its issued common stock, pursuant to which the number of issued shares of common stock shall decrease from 577,468,565 to 57,746,827, as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional shares. The reverse stock split shall not change the par value of the common stock. The stated capital of the Corporation is hereby reduced from $5,774,685.65 to $577,468.27, as adjusted for the cancellation of the fractional shares and which may be further adjusted for the cancellation of fractional shares and the amount of $5,197,217.38 , as adjusted for the cancellation of fractional


shares and which may be further adjusted for the cancellation of fractional shares, is allocated to surplus.
Concurrently with the effectiveness of the reverse stock split, effective January 18, 2019, the aggregate number of shares of stock that the Corporation is authorized to issue is One Hundred Seventy Five Million (175,000,000) registered shares, of which One Hundred Fifty Million (150,000,000) shall be designated common shares with a par value of one United States cent (U.S. $0.01) per share, and Twenty Five Million (25,000,000) shall be designated preferred shares with a par value of one United States cent (U.S. $0.01) per share. The Board of Directors shall have the authority to authorize the issuance from time to time of one or more classes of preferred shares with one or more series within any class thereof, with such voting powers, full or limited, or without voting powers and with such designations preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions thereon as shall be set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such preferred shares."
8.
All of the other provisions of the Amended and Restated Articles of Incorporation, as amended, shall remain unchanged.
9.
This amendment to the Amended and Restated Articles of Incorporation, as amended, was authorized by vote of the holders of a majority of all outstanding shares of the Corporation with a right to vote thereon at the special meeting of shareholders of the Corporation held on January 15, 2019, and the Corporation's Board of Directors on November 13, 2018 and January 15, 2019.


IN WITNESS WHEREOF, I have executed this Amendment to the Amended and Restated Articles of Incorporation of the Corporation on this 17th day of January, 2019.


 
/s/ Emanuele A. Lauro
 
Name: Emanuele A. Lauro
 
Title: Chief Executive Officer
   


Exhibit 4.1