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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
DORIAN LPG LTD.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
Y2106R110
(CUSIP Number)
Nick Fell
BW Maritime Pte. Ltd.
Mapletree Business City, #18-01
10 Pasir Panjang Road
Singapore 117438
Telephone: +65 (0) 6434 5818
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and Communications)
January 7, 2020
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.
* 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 (the “Exchange
Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act.
| Cusip No. Y2106R110 | SCHEDULE 13D |
Page 2 of 9
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| 1. |
NAMES OF REPORTING PERSONS
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||
| 3. | SEC USE ONLY |
|||
| 4. | SOURCE OF FUNDS (see instructions) WC |
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 2,617,174 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 2,617,174 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,617,174 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%* |
|||
| 14. | TYPE OF REPORTING PERSON (see instructions) CO |
| * |
The calculation assumes that there are a total of 54,596,027 Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 (the “Q2 2020 10-Q”). |
| Cusip No. Y2106R110 | SCHEDULE 13D |
Page 3 of 9
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| 1. |
NAMES OF REPORTING PERSONS
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||
| 3. | SEC USE ONLY |
|||
| 4. | SOURCE OF FUNDS (see instructions) AF |
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 2,617,274 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 2,617,274 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,617,274 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%* |
|||
| 14. | TYPE OF REPORTING PERSON (see instructions) CO |
| * |
The calculation assumes that there are a total of 54,596,027 Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer in the Q2 2020 10-Q. |
| Cusip No. Y2106R110 | SCHEDULE 13D |
Page 4 of 9
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| 1. |
NAMES OF REPORTING PERSONS
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||
| 3. | SEC USE ONLY |
|||
| 4. | SOURCE OF FUNDS (see instructions) WC |
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 100 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 100 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%* |
|||
| 14. | TYPE OF REPORTING PERSON (see instructions) CO |
| * |
The calculation assumes that there are a total of 54,596,027 Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer in the Q2 2020 10-Q.
|
| Cusip No. Y2106R110 | SCHEDULE 13D |
Page 5 of 9
|
| 1. |
NAMES OF REPORTING PERSONS
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||
| 3. | SEC USE ONLY |
|||
| 4. | SOURCE OF FUNDS (see instructions) AF |
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Liechtenstein |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 2,617,274 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 2,617,274 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,617,274 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%* |
|||
| 14. | TYPE OF REPORTING PERSON (see instructions) OO |
| * | The calculation assumes that there are a total of 54,596,027 Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer in the Q2 2020 10-Q. |
| Cusip No. Y2106R110 | SCHEDULE 13D |
Page 6 of 9
|
| 1. |
NAMES OF REPORTING PERSONS
|
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
|||
| 3. | SEC USE ONLY |
|||
| 4. | SOURCE OF FUNDS (see instructions) WC |
|||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 | ||
| 8. | SHARED VOTING POWER 100 | |||
| 9. | SOLE DISPOSITIVE POWER 0 | |||
| 10. | SHARED DISPOSITIVE POWER 100 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 |
|||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
|||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%* |
|||
| 14. | TYPE OF REPORTING PERSON (see instructions) CO |
| * |
The calculation assumes that there are a total of 54,596,027 Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer in the Q2 2020 10-Q. |
| Cusip No. Y2106R110 | SCHEDULE 13D |
Page 7 of 9
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Item 1. Security and Issuer.
This Amendment No. 15 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 28, 2015, as amended by Amendment No. 1 filed on August 31, 2015, Amendment No. 2 filed on January 29, 2018, Amendment No. 3 filed on February 1, 2018, Amendment No. 4 filed on May 29, 2018, Amendment No. 5 filed on July 9, 2018, Amendment No. 6 filed on July 16, 2018, Amendment No. 7 filed on October 9, 2018, Amendment No. 8 filed on June 28, 2019, Amendment No. 9 filed on July 3, 2019, Amendment No. 10 filed on July 15, 2019, Amendment No. 11 filed on September 3, 2019, Amendment No. 12 filed on October 17, 2019, Amendment No. 13 filed on November 19, 2019 (“Amendment No. 13”) and Amendment No. 14 filed on January 6, 2020 (“Amendment No. 14,” and collectively with this Amendment No. 15, the “Schedule 13D”) with respect to the shares of common stock, par value $0.01 per share (the “Common Shares”), of Dorian LPG Ltd., a company incorporated under the laws of the Republic of the Marshall Islands (the “Issuer”). The Issuer’s principal executive offices are located at 27 Signal Road, Stamford, Connecticut 06902. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
This Amendment No. 15 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons, as the Reporting Persons beneficially own less than five percent of the Common Shares of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby restated in its entirety as follows:
(a, b) As of the date hereof, each of the Foundation and BW Group may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 2,617,274 Common Shares, which represents 4.8% of the total outstanding Common Shares. This percentage is based on 54,596,027 Common Shares outstanding as of October 25, 2019, according to the Q2 2020 10-Q.
As of the date hereof, Euroholdings may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 2,617,174 Common Shares, which represents 4.8% of the total outstanding Common Shares. This percentage is based on 54,596,027 Common Shares outstanding as of October 25, 2019, according to the Q2 2020 10-Q.
As of the date hereof, BW LPG and LPG Holding may be deemed to be the beneficial owner of, and may be deemed to have shared voting and dispositive power over, 100 Common Shares, which represents 0.0% of the total outstanding Common Shares. This percentage is based on 54,596,027 Common Shares outstanding as of October 25, 2019, according to the Q2 2020 10-Q.
(c) Other than the sales of an aggregate of 1,498,439 Common Shares by Euroholdings from November 10, 2019 through January 7, 2020, the details of which are set forth in Appendix 1 attached to Amendment No. 13, Appendix 1 attached to Amendment No. 14 and Appendix 1 attached hereto, all of which are incorporated herein by reference, no transactions in Common Shares were effected during the past 60 days by the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule 1 hereto.
(d) No person, other than the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) As a result of the sales that occurred on January 7, 2020, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Shares of the Issuer. The filing of this Amendment No. 15 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
| Cusip No. Y2106R110 | SCHEDULE 13D |
Page 8 of 9
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: January 9, 2020
| BW EUROHOLDINGS LIMITED | |||
| By: | /s/ Billy Chiu | ||
| Name: | Billy Chiu | ||
| Title: | Authorized Signatory | ||
| BW GROUP LIMITED | |||
| By: | /s/ Nicholas Fell | ||
| Name: | Nicholas Fell | ||
| Title: | Authorized Signatory | ||
| SOHMEN FAMILY FOUNDATION | |||
| By: | /s/ Andreas Sohmen-Pao | ||
| Name: | Andreas Sohmen-Pao | ||
| Title: | Authorized Signatory | ||
| BW LPG LIMITED | |||
| By: | /s/ Andreas Sohmen-Pao | ||
| Name: | Andreas Sohmen-Pao | ||
| Title: | Authorized Signatory | ||
| BW LPG HOLDING LIMITED | |||
| By: | /s/ Elaine Ong Yi Ling | ||
| Name: | Elaine Ong Yi Ling | ||
| Title: | Authorized Signatory | ||
| Cusip No. Y2106R110 | SCHEDULE 13D |
Page 9 of 9
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APPENDIX 1
As of January 9, 2019, the below chart reflects the transactions in Common Shares effected by Euroholdings since those reported on Amendment No. 14. All of the Common Shares were sold in open market transactions executed by a broker on Euroholdings’ behalf.
| Date | Common Shares Sold |
Price per Common Share |
Transaction Price Range |
| January 7, 2020 | 300,000 | $16.1592* | $16.10 to $16.275 |
* Reflects the weighted average sale price per Common Share for Common Shares sold in multiple transactions. The Reporting Persons undertake to provide the SEC staff, upon request, all information regarding the number of Common Shares sold at each price within the range set forth above in this Appendix 1.