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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DORIAN LPG LTD. [ LPG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/20/2019 | S | 100(1) | D | $10 | 6,370,998(1)(3)(4)(5) | I(1)(3)(4)(5) | See footnotes | ||
Common Stock | 08/21/2019 | S | 300,000(2) | D | $10 | 6,070,998(2)(3)(4)(5) | I(2)(3)(4)(5) | See footnotes |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On August 20, 2019, BW Euroholdings Limited ("Euroholdings") sold 100 shares of common stock, par value $0.01 per share (the "Common Shares"), of Dorian LPG Ltd. (the "Issuer") at a price of $10.00 per share. 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. On August 21, 2019, Euroholdings sold 300,000 Common Shares at a price of $10.00 per share. |
3. BW Group, the Foundation, Euroholdings, BW LPG Limited ("BW LPG"), which BW Group owns approximately 47.6% of as of August 22, 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. |
4. 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 6,070,898. |
5. BW Group, the Foundation and Euroholdings are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. |
/s/ Nicholas Fell, Authorized Signatory | 08/22/2019 | |
/s/ Billy Chiu, Authorized Signatory | 08/22/2019 | |
/s/ Andreas Sohmen-Pao, Authorized Signatory | 08/22/2019 | |
** 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. |