SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BW Group Ltd

(Last) (First) (Middle)
C/O MAPLETREE BUSINESS CITY, #18-01;
10 PASIR PANJANG ROAD

(Street)
SINGAPORE U0 117438

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DORIAN LPG LTD. [ LPG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/03/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/03/2019 S 18,765(1) D $9.132(2) 7,157,954(1)(5)(6)(7) I(1)(5)(6)(7) See footnotes
Common Stock 07/05/2019 S 99,619(3) D $9.1098(4) 7,058,335(3)(5)(6)(7) I(3)(5)(6)(7) See footnotes
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BW Group Ltd

(Last) (First) (Middle)
C/O MAPLETREE BUSINESS CITY, #18-01;
10 PASIR PANJANG ROAD

(Street)
SINGAPORE U0 117438

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BW Euroholdings Ltd

(Last) (First) (Middle)
C/O MAPLETREE BUSINESS CITY, #18-01;
10 PASIR PANJANG ROAD

(Street)
SINGAPORE U0 117438

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sohmen Family Foundation

(Last) (First) (Middle)
HEILIGKREUZ 6, P O BOX 484

(Street)
VADUZ N2 FL-9490

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On July 3, 2019, BW Euroholdings Limited ("Euroholdings") sold 18,765 shares of common stock, par value $0.01 per share (the "Common Shares"), of Dorian LPG Ltd. (the "Issuer"). Euroholdings is a wholly-owned subsidiary of BW Group Limited ("BW Group"). BW Group is a wholly-owned subsidiary of the Sohmen Family Foundation (the "Foundation").
2. The price reported in Column 4 is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $9.10 to $9.21, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4.
3. On July 5, 2019, Euroholdings sold 99,619 Common Shares.
4. The price reported in Column 4 is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $9.10 to $9.12, inclusive.
5. BW Group, the Foundation, Euroholdings, BW LPG Limited ("BW LPG"), which BW Group owns approximately 47.6% of as of July 8, 2019, and BW LPG Holding Limited ("LPG Holding"), a wholly-owned subsidiary of BW LPG, may be considered a group within the meaning of Section 13(d)(3) of the Exchange Act.
6. Each reporting person disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. As Euroholdings does not have a pecuniary interest in the 100 Common Shares owned by LPG Holding, the number of Common Shares it beneficially owns after giving effect to the transactions reported on this Form 4 is 7,058,235.
7. BW Group, the Foundation and Euroholdings are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
BW GROUP LIMITED By: /s/ Nicholas Fell, Authorized Signatory 07/08/2019
BW EUROHOLDINGS LIMITED By: /s/ Billy Chiu, Authorized Signatory 07/08/2019
THE SOHMEN FAMILY FOUNDATION By: /s/ Andreas Sohmen-Pao, Authorized Signatory 07/08/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.