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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
3,212,240 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 < /td> | |||||
| 10. | SHARED DISPOSITIVE POWER
3,212,240 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,212,240 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% | |||||
| 14. | TYPE OF REPORTING PERSON
CO, IA | |||||
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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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
42,618 | ||||
| 8. | SHARED VOTING POWER
3,212,240 | |||||
| 9. | SOLE DISPOSITIVE POWER
42,618 | |||||
| 10. | SHARED DISPOSITIVE POWER
3,212,240 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,254,858 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAI N SHARES
| |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% | |||||
| 14. | TYPE OF REPORTING PERSON
IN, HC | |||||
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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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
3,212,240 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
3,212,240 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,212,240 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0% | |||||
| 14. | TYPE OF REPORTING PERSON
IN, HC | |||||
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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.
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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.
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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 | ||
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