Sec Form 13D Filing - KENSICO CAPITAL MANAGEMENT CORP @ DORIAN LPG LTD.

Sec Form 13D Filing - KENSICO CAPITAL MANAGEMENT CORP filing for DORIAN LPG LTD. (LPG) - 2022-04-08

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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CUSIP No. Y2106R110

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)¹

Dorian LPG Ltd.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

Y2106R110

(CUSIP Number)

Kensico Capital Management Corp.

55 Railroad Avenue, 2nd Floor

Greenwich, CT 06830

Attn: Terrance J. O’Malley

Tel: (203) 862-5800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 7, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

1	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. Y2106R110


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON (voluntary) Kensico Capital Management Corp.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS Not Applicable
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

CUSIP No. Y2106R110


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON (voluntary) Thomas J. Coleman
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS Not Applicable
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. Y2106R110


1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON (voluntary) Michael B. Lowenstein
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS Not Applicable
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

CUSIP No. Y2106R110

AMENDMENT NO. 5 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities an d Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on June 6, 2014, Amendment No. 1 thereto filed on July 14, 2014, Amendment No. 2 thereto filed on October 9, 2020, Amendment No. 3 thereto filed on March 9, 2021 and Amendment No. 4 thereto filed on March 22, 2022 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

The following Item of the Schedule 13D is hereby amended as follows:

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The following paragraphs of Item 5 are amended and restated to read in their entirety as follows:

(a) - (b) The information requested by these paragraphs is incorporated by reference to the cover pages to this Amendment No. 5 to Schedule 13D and is based on 40,138,956 shares of Common Stock outstanding as of January 31, 2022, as reported in the Issuer’s Report on Form 10-Q for the period ended December 31, 2021 filed with the Securities and Exchange Commission on February 3, 2022.

(c) On March 22, 2022 the Funds sold an aggregate 50,000 shares of Common Stock in open market transactions over the New York Stock Exchange, at a weighted average price of $13.57 per share. The shares were sold in multiple transactions at prices ranging from $13.50 to $14.15. The Reporting Persons undertake to provide to the Issuer, any shareholder 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 range described herein.

On March 23, 2022 the Funds sold an aggregate 30,000 shares of Common Stock in open market transactions over the New York Stock Exchange, at a weighted average price of $13.66 per share. The shares were sold in multiple transactions at prices ranging from $13.50 to $13.78. The Reporting Persons undertake to provide to the Issuer, any shareholder 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 range described herein.

On March 25, 2022 the Funds sold an aggregate 100,000 shares of Common Stock in open market transactions over the New York Stock Exchange, at a weighted average price of $14.91 per share. The shares were sold in multiple transactions at prices ranging from $14.80 to $15.02. The Reporting Persons undertake to provide to the Issuer, any shareholder 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 range described herein.

On March 28, 2022 the Funds sold an aggregate 24,000 shares of Common Stock in open market transactions over the New York Stock Exchange, at a weighted average price of $14.76 per share. The shares were sold in multiple transactions at prices ranging from $14.58 to $14.80. The Reporting Persons undertake to provide to the Issuer, any shareholder 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 range described herein.

On March 31, 2022 the Issuer granted 9,522 shares of Common Stock to Mr. Coleman in connection with his service as a non-employee director of the Issuer for the year ended March 31, 2022.

On April 1, 2022 the Funds sold an aggregate 50,000 shares of Common Stock in open market transactions over the New York Stock Exchange, at a weighted average price of $14.81 per share. The shares were sold in multiple transactions at prices ranging from $14.67 to $14.90. The Reporting Persons undertake to provide to the Issuer, any shareholder 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 range described herein.

CUSIP No. Y2106R110

On April 4, 2022 the Funds sold an aggregate 18,000 shares of Common Stock in open market transactions over the New York Stock Exchange, at a weighted average price of $14.85 per share. The shares were sold in multiple transactions at prices ranging from $14.57 to $14.97. The Reporting Persons undertake to provide to the Issuer, any shareholder 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 range described herein.

On April 5, 2022 the Funds sold an aggregate 8,000 shares of Common Stock in open market transactions over the New York Stock Exchange, at a weighted average price of $14.79 per share. The shares were sold in multiple transactions at prices ranging from $14.78 to $14.79. The Reporting Persons undertake to provide to the Issuer, any shareholder 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 range described herein.

On April 6, 2022 the Funds sold an aggregate 100,000 shares of Common Stock in open market transactions over the New York Stock Exchange, at a weighted average price of $15.02 per share. The shares were sold in multiple transactions at prices ranging from $14.75 to $15.55. The Reporting Persons undertake to provide to the Issuer, any shareholder 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 range described herein.

On April 7, 2022 the Funds sold an aggregate 100,000 shares of Common Stock in open market transactions over the New York Stock Exchange, at a weighted average price of $15.04 per share. The shares were sold in multiple transactions at prices ranging from $14.90 to $15.42. The Reporting Persons undertake to provide to the Issuer, any shareholder 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 range described herein.

CUSIP No. Y2106R110

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 8, 2022


KENSICO CAPITAL MANAGEMENT CORP.

By:		/s/ Michael B. Lowenstein
		Authorized Signatory

THOMAS J. COLEMAN

		/s/ Thomas J. Coleman

MICHAEL B. LOWENSTEIN

		/s/ Michael B. Lowenstein

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

3,212,240

SOLE DISPOSITIVE POWER

0
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SHARED DISPOSITIVE POWER

3,212,240