Filing Details
- Accession Number:
- 0001387131-19-007669
- Form Type:
- 13D Filing
- Publication Date:
- 2019-10-17 08:58:28
- Filed By:
- Bw Group Ltd
- Company:
- Dorian Lpg Ltd. (NYSE:LPG)
- Filing Date:
- 2019-10-17
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BW Euroholdings Limited | 0 | 4,657,000 | 0 | 4,657,000 | 4,657,000 | 8.5% |
| BW Group Limited | 0 | 4,657,100 | 0 | 4,657,100 | 4,657,100 | 8.5% |
| BW | 0 | 100 | 0 | 100 | 100 | 0.0% |
| Sohmen Family Foundation | 0 | 4,657,100 | 0 | 4,657,100 | 4,657,100 | 8.5% |
| BW | 0 | 100 | 0 | 100 | 100 | 0.0% |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
October 14, 2019
(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
|
| 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 4,657,000 | |||
| 9. | SOLE
DISPOSITIVE POWER 0 | |||
| 10. | SHARED
DISPOSITIVE POWER 4,657,000 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,657,000 | |||
| 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) 8.5%* | |||
| 14. | TYPE
OF REPORTING PERSON (see instructions) CO |
| * | The calculation assumes that there are a total of 55,063,602 Common Shares outstanding as of August 1, 2019, which is based on information provided by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 (the “Q1 2020 10-Q”).
|
| Cusip No. Y2106R110 | SCHEDULE 13D | Page 3 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 Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 0 | ||
| 8. | SHARED
VOTING POWER 4,657,100 | |||
| 9. | SOLE
DISPOSITIVE POWER 0 | |||
| 10. | SHARED
DISPOSITIVE POWER 4,657,100 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,657,100 | |||
| 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) 8.5%* | |||
| 14. | TYPE
OF REPORTING PERSON (see instructions) CO |
| * | The calculation assumes that there are a total of 55,063,602 Common Shares outstanding as of August 1, 2019, which is based on information provided by the Issuer in the Q1 2020 10-Q.
|
| Cusip No. Y2106R110 | SCHEDULE 13D | Page 4 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 55,063,602 Common Shares outstanding as of August 1, 2019, which is based on information provided by the Issuer in the Q1 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 4,657,100 | |||
| 9. | SOLE
DISPOSITIVE POWER 0 | |||
| 10. | SHARED
DISPOSITIVE POWER 4,657,100 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,657,100 | |||
| 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) 8.5%* | |||
| 14. | TYPE
OF REPORTING PERSON (see instructions) OO |
| * | The calculation assumes that there are a total of 55,063,602 Common Shares outstanding as of August 1, 2019, which is based on information provided by the Issuer in the Q1 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 55,063,602 Common Shares outstanding as of August 1, 2019, which is based on information provided by the Issuer in the Q1 2020 10-Q.
|
| Cusip No. Y2106R110 | SCHEDULE 13D | Page 7 of 9
|
Item 1. Security and Issuer.
This Amendment No. 12 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. 8”), Amendment No. 9 filed on July 3, 2019 (“Amendment No. 9”), Amendment No. 10 filed on July 15, 2019 (“Amendment No. 10”) and Amendment No. 11 filed on September 3, 2019 (“Amendment No. 11,” and collectively with this Amendment No. 12, 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.
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, 4,657,100 Common Shares, which represents 8.5% of the total outstanding Common Shares. This percentage is based on 55,063,602 Common Shares outstanding as of August 1, 2019, according to the Q1 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, 4,657,000 Common Shares, which represents 8.5% of the total outstanding Common Shares. This percentage is based on 55,063,602 Common Shares outstanding as of August 1, 2019, according to the Q1 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 55,063,602 Common Shares outstanding as of August 1, 2019, according to the Q1 2020 10-Q.
(c) Other than the sales of an aggregate of 1,713,998 Common Shares by Euroholdings from August 20 through October 16, 2019, the details of which are set forth in Appendix 1 attached to Amendment No. 11 and Appendix 1 attached hereto, both 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) This Item 5(e) is not applicable.
| Cusip No. Y2106R110 | SCHEDULE 13D | Page 8 of 9
|
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: October 17, 2019
| 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
|
APPENDIX 1
As of October 17, 2019, the below chart reflects the transactions in Common Shares effected by Euroholdings since those reported on Amendment No. 11. 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 |
| September 19, 2019 | 50,000 | $11.00 | N/A |
| October 10, 2019 | 164,475 | $11.3104* | $11.30 to $11.48 |
| October 11, 2019 | 109,577 | $11.6023* | $11.60 to $11.79 |
| October 14, 2019 | 500,000 | $11.9158* | $11.60 to $12.18 |
| October 15, 2019 | 250,000 | $12.1098* | $12.00 to $12.525 |
| October 16, 2019 | 89,846 | $12.2070* | $12.20 to $12.28 |
* 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 ranges set forth above in this Appendix 1.