IOC Interoil Corp. (delisted)

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the common shares, no par value per share (the “Common Shares”), of InterOil Corporation, a Yukon corporation (the “Company”), and amends the Schedule 13D filed by Mr. Phil E. Mulacek, Five Sterling LP, the Sterling Mulacek Trust, Petroleum Independent & Exploration, LLC and Mr. Gerard Rene Jacquin (together, the “Reporting Persons”) on March 29, 2016, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on April 21, 2016 (the “Original Schedule 13D”). The principal executive offices of the Company are located at 163 Penang Road, #06-02 Winsland House II, Singapore 238463. The ownership percentages of the Reporting Persons were calculated based on 49,572,811 Common Shares outstanding, as reported as of December 31, 2015 on the Form 40-F filed by the Company on March 30, 2016.

This Amendment No. 2 is being filed by the Reporting Persons to furnish the additional information set forth herein. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Original Schedule 13D.

This Amendment No. 2 makes no amendments to the information in Item 2 of the Original Schedule 13D.

This Amendment No. 2 makes no amendments to the information in Item 3 of the Original Schedule 13D.

Item 4 is amended by adding the following:

(d), (f) - (g) On April 22, 2016, Mr. Mulacek and PIE withdrew the Application and voluntarily dismissed the related legal proceedings before the Supreme Court of Yukon. Mr. Mulacek and PIE took these actions based on the Company’s assurance that each of the Proposals will be placed on the agenda for, and voted on by the holders of the Common Shares at, the Annual Meeting on June 14, 2016. Mr. Mulacek and PIE informed the Company of the decision to withdraw the Application in a letter from their counsel dated April 22, 2016 (the “April 22 ^nd Letter”), and issued a press release announcing their decision on April 25, 2016 (the “April 25 ^th Press Release”).

The April 22 ^nd Letter also noted that in connection with its decision to withdraw the Application, Mr. Mulacek and PIE wished to agree with the Company on a set of protocols intended to ensure that the Annual Meeting is conducted in a manner that is fair to all holders of the Common Shares, that the Proposals are given full and fair consideration at the Annual Meeting and that stockholder votes on the Proposals and other matters are calculated accurately (the “Meeting Protocols”). On April 25, 2016, counsel for Mr. Mulacek and PIE delivered the Meeting Protocols to the Company (the “April 25 ^th Letter”). In letters dated April 25, 2016, in response to the April 22 ^nd Letter, and April 27, 2016, in response to the April 25 ^th Letter, the Company declined without explanation to consider the Meeting Protocols.

By its letter dated May 2, 2016 (the “May 2 ^nd Letter”), counsel for Mr. Mulacek and PIE notified the Company that the Company was required to provide updates as of the Annual Meeting record date of April 25, 2016, to the shareholders lists previously provided to Mr. Mulacek and PIE by the Company, but such updates had not been received. The May 2 ^nd Letter also stated that if such updates were not received by the close of business in Whitehorse, Yukon, on May 3, 2016, the Reporting Persons would file an application in the Supreme Court of Yukon seeking an order for the Company to produce and provide such lists immediately.

The foregoing discussion is qualified in its entirety by reference to the April 22 ^nd Letter, the April 25 ^th Press Release, the Meeting Protocols, the April 25 ^th Letter and the May 2 ^nd Letter, the texts of which are filed as exhibits to this Amendment No. 2.

The Reporting Persons understand that the Company intends to oppose the Proposal to reduce the number of directors on the board of the Company to six, and perhaps other Proposals, and to solicit proxies from the holders of the Common Shares to vote against such Proposals. Accordingly, the Reporting Persons currently expect that Mr. Mulacek and PIE will solicit proxies to vote in favor of all the Proposals from some or all of the holders of the Common Shares.

In addition to soliciting proxies to vote in favor of the Proposals, if necessary Mr. Mulacek and PIE may take a number of further actions, including nominating one or more candidates for election to the Board at the Annual Meeting and seeking redress from the courts.

The Company is a “foreign private issuer” as defined in Rule 3b-4 promulgated under the Act, and the equity securities of the Company, including the Common Shares, are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Act. Mr. Mulacek and PIE will solicit proxies from holders of the Common Shares, if at all, in accordance with applicable rules and regulations in Canada. This Item 4 is not, itself, a solicitation of proxies for the Annual Meeting, and holders of Common Shares should not rely on the information in this Item 4 regarding the voting of their Common Shares or the furnishing of proxies for the Annual Meeting.

This Amendment No. 2 makes no amendments to the information in Item 5 of the Original Schedule 13D.

Each of Mr. Mulacek, Five Sterling, the Trust and PIE disclaims membership in a group with Mr. Jacquin and each other. Mr. Jacquin disclaims membership in a group with each of the other Reporting Persons.  The filing of the Original Schedule 13D or this Amendment No. 2 shall not be construed as an admission that Mr. Mulacek is the beneficial owner of any of the Common Shares that Five Sterling, the Trust or PIE may be deemed to beneficially own.

Item 6 is amended by adding the following:

The discussion in Item 4 above of this Amendment No. 2 is incorporated into this Item 6.

Signatures

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.