Statement of Changes in Beneficial Ownership (4)
June 28 2019 - 11:21AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BW Group Ltd
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2. Issuer Name
and
Ticker or Trading Symbol
DORIAN LPG LTD.
[
LPG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MAPLETREE BUSINESS CITY, #18-01;, 10 PASIR PANJANG ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/26/2019
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(Street)
SINGAPORE, U0 117438
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/26/2019
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S
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96902
(1)
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D
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$8.7149
(2)
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7729658
(1)
(5)
(6)
(7)
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I
(1)
(5)
(6)
(7)
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See footnotes
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Common Stock
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6/27/2019
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S
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325615
(3)
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D
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$8.8664
(4)
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7404043
(3)
(5)
(6)
(7)
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I
(3)
(5)
(6)
(7)
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See footnotes
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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On June 26, 2019, BW Euroholdings Limited ("Euroholdings") sold 96,902 shares of common stock, par value $0.01 per share (the "Common Shares"), of Dorian LPG Ltd. (the "Issuer"). Euroholdings is a wholly-owned subsidiary of BW Group Limited ("BW Group"). BW Group is a wholly-owned subsidiary of the Sohmen Family Foundation (the "Foundation").
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(2)
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The price reported in Column 4 is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $8.70 to $8.755, inclusive. The reporting persons undertake to provide to the Issuer, any security holder 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 ranges set forth in footnotes (2) and (4) to this Form 4.
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(3)
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On June 27, 2019, Euroholdings sold 325,615 Common Shares.
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(4)
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The price reported in Column 4 is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $8.77 to $8.995, inclusive.
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(5)
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BW Group, the Foundation, Euroholdings, BW LPG Limited ("BW LPG"), which BW Group owns approximately 47.6% of as of June 28, 2019, and BW LPG Holding Limited ("LPG Holding"), a wholly-owned subsidiary of BW LPG, may be considered a group within the meaning of Section 13(d)(3) of the Exchange Act.
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(6)
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Each 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 Common Shares owned by LPG Holding, the number of Common Shares it beneficially owns after giving effect to the transactions reported on this Form 4 is 7,403,943.
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(7)
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BW Group, the Foundation and Euroholdings are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BW Group Ltd
C/O MAPLETREE BUSINESS CITY, #18-01;
10 PASIR PANJANG ROAD
SINGAPORE, U0 117438
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X
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BW Euroholdings Ltd
C/O MAPLETREE BUSINESS CITY, #18-01;
10 PASIR PANJANG ROAD
SINGAPORE, U0 117438
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X
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Sohmen Family Foundation
HEILIGKREUZ 6, P O BOX 484
VADUZ, N2 FL-9490
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X
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Signatures
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BW GROUP LIMITED By: /s/ Nicholas Fell, Authorized Signatory
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6/28/2019
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**
Signature of Reporting Person
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Date
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BW EUROHOLDINGS LIMITED By: /s/ Billy Chiu, Authorized Signatory
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6/28/2019
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**
Signature of Reporting Person
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Date
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THE SOHMEN FAMILY FOUNDATION By: /s/ Andreas Sohmen-Pao, Authorized Signatory
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6/28/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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