UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
June 26, 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.
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1.
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NAMES OF REPORTING PERSONS
BW Euroholdings Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
7,403,943
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
7,403,943
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,403,943
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%*
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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*
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The calculation assumes that there are a total
of 55,167,708 Common Shares outstanding as of June 28, 2019, which is based on information provided by the Issuer in its Annual
Report on Form 10-K for the fiscal year ended March 31, 2019 (the “2019 10-K”).
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1.
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NAMES OF REPORTING PERSONS
BW Group Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
7,404,043
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
7,404,043
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,404,043
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%*
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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*
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The calculation assumes that there are a total
of 55,167,708 Common Shares outstanding as of June 28, 2019, which is based on information provided by the Issuer in the 2019 10-K.
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1.
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NAMES OF REPORTING PERSONS
BW LPG Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
100
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
100
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%*
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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*
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The calculation assumes that there are a total
of 55,167,708 Common Shares outstanding as of June 28, 2019, which is based on information provided by the Issuer in the 2019 10-K.
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1.
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NAMES OF REPORTING PERSONS
Sohmen Family Foundation
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
7,404,043
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
7,404,043
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,404,043
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%*
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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*
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The calculation assumes that there are a total
of 55,167,708 Common Shares outstanding as of June 28, 2019, which is based on information provided by the Issuer in the 2019 10-K.
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1.
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NAMES OF REPORTING PERSONS
BW LPG Holding Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
100
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
100
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%*
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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*
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The calculation assumes that there are a total
of 55,167,708 Common Shares outstanding as of June 28, 2019, which is based on information provided by the Issuer in the 2019 10-K.
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Item 1. Security and Issuer.
This Amendment No. 8 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 and Amendment No. 7 filed on October 9, 2018 (collectively with
this Amendment No. 8, 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 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety to read
as follows:
This Schedule 13D is being filed jointly pursuant to Rule
13d-1(k)(1) under the Exchange Act by the following persons (the “Reporting Persons”):
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a.
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BW Euroholdings Limited (“Euroholdings”), a company incorporated under the laws of
Cyprus. The principal business of Euroholdings is that of an investment holding company. The registered address of Euroholdings
is at 13 Karaiskaki Street, 3032 Limassol, Cyprus and the correspondence address of Euroholdings is at Mapletree Business City,
#18-01, 10 Pasir Panjang Road, Singapore 117438.
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b.
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BW LPG Limited (“BW LPG”), an exempted company limited by shares incorporated under
the laws of Bermuda. The principal business of BW LPG is that of an investment holding company. The registered address of BW LPG
is at c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HM EX, Bermuda
and the correspondence address of BW LPG is at Mapletree Business City, #17-02, 10 Pasir Panjang Road, Singapore 117438.
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c.
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BW Group Limited (“BW Group”), an exempted company limited by shares incorporated
under the laws of Bermuda. The principal business of BW Group is that of an investment holding company. The registered address
of BW Group is at c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton
HM EX, Bermuda and the correspondence address of BW Group is at Mapletree Business City, #18-01, 10 Pasir Panjang Road, Singapore
117438.
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d.
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The Sohmen Family Foundation (the “Foundation”) is a foundation organized under the
laws of Liechtenstein. The Foundation is established for the long-term furtherance of the interests of the Sohmen Family over successive
generations. Its principal business offices are located at Heiligkreuz 6, P.O. Box 484, FL-9490 Vaduz, Liechtenstein.
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e.
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BW LPG Holding Limited (“LPG Holding”), an exempted company limited by shares incorporated
under the laws of Bermuda. The principal business of LPG Holding is that of an investment holding company. The registered address
of LPG Holding is at c/o Inchona Services Limited, Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton
HM EX, Bermuda and the correspondence address of LPG Holding is at Mapletree Business City, #17-02, 10 Pasir Panjang Road, Singapore
117438.
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Euroholdings is a wholly-owned subsidiary of BW Group. BW
Group is a wholly-owned subsidiary of the Foundation. As of June 28, 2019, BW Group owns approximately 47.6% of BW LPG. LPG Holding
is a wholly-owned subsidiary of BW LPG. The Reporting Persons may be considered a group within the meaning of Section 13(d)(3)
of the Exchange Act.
Set forth in Schedule 1 to this Schedule 13D are the name,
business address and present principal occupation or employment and citizenship of each director and executive officer of each
of the Reporting Persons, which is incorporated herein by reference.
During the last five years prior to the date hereof, none
of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons with respect to whom information
is given in response to this Item 2 has been convicted in a criminal proceeding or been a party to a civil proceeding ending in
a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended to add the following:
As part of the Reporting Persons’ process of reviewing
their investment in the Issuer from time to time, BW Group has determined to cause Euroholdings to sell a portion of its holdings
of Common Shares. The exact number of Common Shares that Euroholdings will sell has not been determined, and will depend upon,
among other things, market conditions generally and for the Common Shares. BW Group presently expects, however, that, subject to
market conditions generally and for the Common Shares, it will sell at least 550,000 Common Shares. In furtherance of this determination,
Euroholdings has made the following sales of Common Shares:
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·
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On June 26, 2019, Euroholdings sold 96,902 Common Shares at a weighted average price of $8.7149
per Common Share. These shares were sold in multiple open market transactions executed by a broker on Euroholdings’ behalf
at prices ranging from $8.70 to $8.755; and
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·
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On June 27, 2019, Euroholdings sold 325,615 Common Shares at a weighted average price of $8.8664
per Common Share. These shares were sold in multiple open market transactions executed by a broker on Euroholdings’ behalf
at prices ranging from $8.77 to $8.995.
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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
Item 4.
As the Reporting Persons have previously disclosed, the Reporting
Persons expect to review from time to time their investment in the Issuer and in the future may, depending on the Issuer’s
business, assets, operations, financial condition, prospects and other factors, decide to: (i) continue to sell a portion or the
remainder of the Common Shares, options or other securities now beneficially owned or hereinafter acquired by them; (ii) purchase
additional Common Shares, options or other securities of the Issuer in the open market, in privately negotiated transactions or
otherwise; (iii) propose one or more director nominees for the Issuer’s Board of Directors or take other actions with respect
to the election of the Issuer’s directors; (iv) engage in discussions and negotiations or enter into other transactions with
a view to combining BW LPG with the Issuer or otherwise obtaining direct or indirect control of the Issuer; (v) acquire assets
of the Issuer and its subsidiaries; and (vi) engage in such other proposals as the Reporting Persons may deem appropriate under
the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in Item
4 of 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, 7,404,043 Common
Shares, which represents 13.4% of the total outstanding Common Shares. This percentage is based on 55,167,708 Common Shares outstanding
as of May 24, 2019, according to the 2019 10-K.
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, 7,403,943 Common Shares, which represents 13.4% of
the total outstanding Common Shares. This percentage is based on 55,167,708 Common Shares outstanding as of May 24, 2019, according
to the 2019 10-K.
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 55,167,708 Common Shares outstanding as of May 24, 2019,
according to the 2019 10-K.
(c) Other than the sales of (i) 96,902 Common Shares by Euroholdings
on June 26, 2019 and (ii) 325,615 Common Shares by Euroholdings on June 27, 2019, the details of which are set forth in Item 4
of this Schedule 13D and 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.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 28, 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/ Martin Ackermann
Name: Martin Ackermann
Title: Authorized Signatory
Schedule 1-A is hereby amended and restated in its entirety to read
as follows:
SCHEDULE 1-A
Directors and Executive Officers of BW Euroholdings
Limited
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Name
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Business Address
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Principal Occupation or Employment
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Citizenship
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Board of Directors
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Billy Chiu
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c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
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Company Director
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Singaporean
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Andrea Maria Christodoulides
Maria Tziakouri
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c/o BW Gas Cyprus Ltd
Ariadne House, 4th floor,
Office 41
333, 28th October street,
3106, Limassol
Cyprus
c/o 13 Karaiskaki Street 3032 Limassol, Cyprus
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Company Director
Company Director
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British
Cyprus
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Executive Officers
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None
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Schedule 1-B is hereby amended and restated in its entirety to read
as follows:
SCHEDULE 1-B
Directors and Executive Officers of BW LPG Limited
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Name
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Business Address
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Principal Occupation or Employment
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Citizenship
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Board of Directors
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Andreas Sohmen-Pao
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Chairman and Company Director
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Austrian
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John B. Harrison
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Vice-Chairman and Company Director
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British
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Martha Kold Bakkevig
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Company Director
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Norwegian
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Andreas Beroutsos
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Company Director
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Greek
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Anne Grethe Dalane
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Company Director
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Norwegian
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Anders Onarheim
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Company Director
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Norwegian
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Executive Officers
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Martin Ackermann
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Chief Executive Officer
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Danish
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Elaine Ong Yi Ling
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Chief Financial Officer
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Singaporean
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Pontus Kristofer Berg
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Senior Vice President, Technical and Operations
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Swedish
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Niels Georges Stefan Bugge Rigault
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c/o Mapletree Business City #17-02
10 Pasir Panjang Road Singapore 117438
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Senior Vice President, Commercial
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Norwegian
|
Schedule 1-C is hereby amended and restated in its entirety to read
as follows:
SCHEDULE 1-C
Directors and Executive Officers of BW Group
Limited
|
Name
|
|
Business Address
|
|
Principal Occupation or Employment
|
|
Citizenship
|
|
Board of Directors
|
|
|
|
|
|
|
|
Andreas Sohmen-Pao
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
|
|
Chairman and Company Director
|
|
Austrian
|
|
Amaury de Seze
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
|
|
Company Director
|
|
French
|
|
John B. Harrison
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road
Singapore 117438
|
|
Company Director
|
|
British
|
|
Sir John Rose
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road
Singapore 117438
|
|
Company Director
|
|
British
|
|
Tan Hwee Hua @ Lim Hwee Hua
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road
Singapore 117438
|
|
Company Director
|
|
Singaporean
|
|
Christian Clausen
|
|
c/o Mapletree Business City #18-02
10 Pasir Panjang Road
Singapore 117438
|
|
Company Director
|
|
Danish
|
|
|
|
|
|
|
|
|
|
Executive Officers
|
|
|
|
|
|
|
|
Christian Bonfils
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
|
|
Managing Director, BW Dry Cargo ApS
|
|
Danish
|
|
Jakob Bergholdt
|
|
c/o Mapletree Business City #18-02
10 Pasir Panjang Road Singapore 117438
|
|
Chief Financial Officer
|
|
Danish
|
|
Nicholas John Oxleigh
Fell
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
|
|
Executive Vice President, Corporate Services & General Counsel
|
|
British
|
|
Yngvil Signe Eriksson Asheim
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
|
|
Managing Director, BW LNG
|
|
Norwegian
|
|
Sebastien Brochet
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
|
|
Executive Vice President, Strategy, Corporate Development &
HR
|
|
French
|
|
Billy Chiu
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road Singapore 117438
|
|
Executive Vice President
|
|
Singaporean
|
Schedule 1-D is hereby amended and restated in its entirety to read
as follows:
SCHEDULE 1-D
President and Members of the Sohmen Family Foundation
|
Name
|
|
Business Address
|
|
Principal Occupation or Employment
|
|
Citizenship
|
|
President
|
|
|
|
|
|
|
|
Helmut Sohmen
|
|
23rd Floor, No.9 Des Voeux Road West, Hong Kong SAR,China
|
|
Company Director
|
|
Austrian
|
|
|
|
|
|
|
|
|
|
Members
|
|
|
|
|
|
|
|
Hansjoerg Kaltenbrunner
|
|
Schoenbrunngasse 64, Graz, Austria
|
|
Company Director
|
|
Austrian
|
|
Dr. Michael Grabher
|
|
Heiligkreuz 6, Postfach 484, FL-9490 Vaduz, Liechtenstein
|
|
Law Partner, Marxer & Partner
|
|
Austrian
|
|
Andreas Sohmen-Pao
|
|
c/o Mapletree Business City #18-01
10 Pasir Panjang Road
Singapore 117438
|
|
Chairman, BW Group Limited
|
|
Austrian
|
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