COVER 27 filename27.htm d1449453_corresp.htm
 


 
Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
 
TELEPHONE:  (212)  574-1200
FACSIMILE:  (212) 480-8421
WWW.SEWKIS.COM
901 K Street, NW
WASHINGTON, D.C. 20001
TELEPHONE:  (202) 737-8833
FACSIMILE:  (202) 737-5184


 
 
 
 
Donald E. Field
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
January 29, 2014
Re:           Dorian LPG Ltd. (the "Company")
 Draft Registration Statement on Form F-4

Dear Mr. Field:
 
We refer to our letter dated January 17, 2014 relating to the submission of the Company's draft registration statement on Form F-1 ("Registration Statement on Form F-1") for non-public, confidential review prior to public filing via EDGAR in accordance with Title I of the Jump Start Our Business Startups (JOBS) Act. As described in such letter, the Form F-1 relates to the Company's initial public offering for cash. The Company submitted concurrently with the Form F-1 a "wrapper" under cover of Form F-4 relating to the Company's concurrent exchange offer. As discussed with the Staff, the Company converted the Form F-4 wrapper into a standalone draft registration statement on Form F-4 (the "Registration Statement on Form F-4"). The Registration Statement on Form F-4 has been prepared soley based on the disclosure contained in the Form F-4 wrapper and the Registration Statement on Form F-1 submitted on January 17, 2014. The Registration Statement on Form F-4 has been revised only for logical changes necessary for a standalone document and to include one 'exchange offer' related risk factor under the heading "Risk Factors—Risks relating to our common shares."
 
If you have any questions or comments concerning the enclosed, please feel free to telephone the undersigned at (212) 574-1223.
 

 
Very truly yours,
 
SEWARD & KISSEL LLP
 
 
By:   /s/ Gary J. Wolfe
               Gary J. Wolfe, Esq.


 
cc:   Claire Erlanger, U.S. Securities and Exchange Commission