SEC Form 4 · accession 0000903423-18-000386
DORIAN LPG LTD. · LPG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 5, 2018
Accepted (ET)
Jul 9, 2018 · 12:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001596993
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Jul 5, 2018 | P | 100 | $7.56 | A | 7,826,560 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 5, 2018, BW LPG Holding Limited ("LPG Holding") purchased 100 shares of common stock, par value $0.01 per share (the "Common Shares"), of Dorian LPG Ltd. (the "Issuer") in order to become a stockholder of the Issuer eligible to make nominations of individuals to stand for election to the Issuer's Board of Directors. LPG Holding is a wholly-owned subsidiary of BW LPG Limited ("BW LPG"). As of July 9, 2018, BW Group Limited ("BW Group") owns approximately 45% of BW LPG. The Sohmen Family Foundation (the "Foundation") holds 93.25% of BW Group.
- F2BW Euroholdings Limited ("Euroholdings"), a wholly-owned subsidiary of BW Group ("BW Group"), owns 7,826,460 Common Shares. BW Group, the Foundation, Euroholdings, LPG Holding and BW LPG may be considered a group within the meaning of Section 13(d)(3) of the Exchange Act.
- F3Each reporting person disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. As Euroholdings does not have a pecuniary interest in the 100 shares acquired by LPG Holding, the number of Common Shares it beneficially owns remains 7,826,460.
- F4BW Group, the Foundation and Euroholdings are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.