0000919574-21-004290.txt : 20210625 0000919574-21-004290.hdr.sgml : 20210625 20210625160708 ACCESSION NUMBER: 0000919574-21-004290 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210623 FILED AS OF DATE: 20210625 DATE AS OF CHANGE: 20210625 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HADJIPATERAS JOHN C CENTRAL INDEX KEY: 0001253118 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36437 FILM NUMBER: 211047746 MAIL ADDRESS: STREET 1: C/O DORIAN LPG (USA) LLC STREET 2: 27 SIGNAL ROAD CITY: STAMFORD STATE: CT ZIP: 06902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DORIAN LPG LTD. CENTRAL INDEX KEY: 0001596993 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 27 SIGNAL ROAD CITY: STAMFORD STATE: CT ZIP: 06878 BUSINESS PHONE: 203-978-1234 MAIL ADDRESS: STREET 1: 27 SIGNAL ROAD CITY: STAMFORD STATE: CT ZIP: 06878 4 1 ownership.xml X0306 4 2021-06-23 0 0001596993 DORIAN LPG LTD. LPG 0001253118 HADJIPATERAS JOHN C C/O DORIAN LPG (USA) LLC 27 SIGNAL ROAD STAMFORD CT 06902 1 1 1 0 President and CEO Common Shares, $0.01 par value per share 1873157 D Common Shares, $0.01 par value per share 125000 I By Spouse Common Shares, $0.01 par value per share 20664 I By Trust Common Shares, $0.01 par value per share 6250 I By member of the household Forward Sale Contract (obligation to sell) 2021-06-23 4 J 0 400000 A Common Stock, par value $0.01 per share 400000 400000 D On June 23, 2021, the reporting person entered into a master confirmation in respect of a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 400,000 shares of common stock, par value $0.01 per share ("Common Stock") of the Issuer and obligating the reporting person to deliver to the Bank up to 400,000 shares of Common Stock of the Issuer (or, at the reporting person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. In exchange for entering into the Agreement and assuming the obligations thereunder, the reporting person received a cash payment of $4,560,960.00. The reporting person pledged 400,000 shares of Common Stock (the "Pledged Shares") to secure his obligations under the Agreement, and retained voting and dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the reporting person settles the Agreement in cash). Under the Agreement, on each of the five settlement dates in June of 2022 the reporting person will be obligated to deliver to the Bank a number of shares of the Issuer's Common Stock determined as follows (or, under certain circumstances, at the reporting person's election, he may pay an equivalent amount in cash): (a) if the closing price of the Issuer's Common Stock on the related valuation date (the "Settlement Price") is less than or equal to $12.0190 (the "Floor Price"), the reporting person will deliver to the Bank 80,000 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date); (continued from footnote 3) (b) if the Settlement Price is between the Floor Price and $16.9680 (the "Cap Price"), the reporting person will deliver to the Bank a number of shares of the Issuer's Common Stock equal to 80,000 shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank the number of shares of the Issuer's Common Stock equal to the product of (i) 80,000 shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price. By: /s/ John C. Hadjipateras 2021-06-25