UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
July
2, 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
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SCHEDULE 13D
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Page
2
of
9
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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
7,176,619
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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
7,176,619
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,176,619
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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)
13.0%*
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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 July 3, 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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Cusip No. Y2106R110
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SCHEDULE 13D
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Page
3
of
9
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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
7,176,719
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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
7,176,719
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,176,719
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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)
13.0%*
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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 July 3, 2019, which is based on information provided by the Issuer in the 2019 10-K.
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Cusip No. Y2106R110
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SCHEDULE 13D
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Page
4
of
9
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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 July 3, 2019, which is based on information provided by the Issuer in the 2019 10-K.
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Cusip No. Y2106R110
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SCHEDULE 13D
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Page
5
of
9
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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
7,176,719
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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
7,176,719
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,176,719
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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)
13.0%*
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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 July 3, 2019, which is based on information provided by the Issuer in the 2019 10-K.
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Cusip No. Y2106R110
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SCHEDULE 13D
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Page
6
of
9
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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 July 3, 2019, which is based on information provided by the Issuer in the 2019 10-K.
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Cusip No. Y2106R110
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SCHEDULE 13D
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Page
7
of
9
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Item
1. Security and Issuer.
This
Amendment No. 9 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 and Amendment No. 8 filed on June 28, 2019 (“Amendment No. 8,” and collectively with
this Amendment No. 9, 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
4. Purpose of the Transaction.
Item
4 is hereby amended to add the following:
As
previously disclosed in Amendment No. 8, BW Group has determined to cause Euroholdings to sell a portion of its holdings of Common
Shares. In furtherance of this determination, Euroholdings has made the following sales of Common Shares in addition to the sales
of Common Shares previously disclosed in Amendment No. 8:
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•
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On
June 28, 2019, Euroholdings sold 150,000 Common Shares at a weighted average price of
$8.9069 per Common Share. These shares were sold in multiple open market transactions
executed by a broker on Euroholdings’ behalf at prices ranging from $8.83 to $9.02;
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•
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On
July 1, 2019, Euroholdings sold 75,647 Common Shares at a weighted average price of $9.1249
per Common Share. These shares were sold in multiple open market transactions executed
by a broker on Euroholdings’ behalf at prices ranging from $9.10 to $9.29; and
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•
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On
July 2, 2019, Euroholdings sold 1,677 Common Shares at a price of $9.10 per Common Share. These shares were sold in open
market transactions executed by a broker on Euroholdings’ behalf.
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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.
The exact number of Common Shares that Euroholdings will sell
still 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
1,200,000 Common Shares in addition to the 649,841 Common Shares sold by Euroholdings from June 26, 2019 through July 2, 2019.
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, 7,176,719 Common Shares, which
represents 13.0% of the total
Cusip No. Y2106R110
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SCHEDULE 13D
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Page
8
of
9
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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, 7,176,619 Common Shares, which represents 13.0% 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.
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, (ii) 325,615 Common Shares by Euroholdings on June 27, 2019, (iii) 150,000 Common Shares by Euroholdings on June
28, 2019, (iv) 75,647 Common Shares by Euroholdings on July 1, 2019 and (v) 1,677 Common Shares by Euroholdings on July 2, 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.
Cusip No. Y2106R110
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SCHEDULE 13D
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Page
9
of
9
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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: July 3, 2019
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BW EUROHOLDINGS LIMITED
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By:
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/s/ Billy Chiu
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Name:
Billy Chiu
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Title: Authorized Signatory
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BW GROUP LIMITED
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By:
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/s/ Nicholas Fell
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Name: Nicholas Fell
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Title: Authorized Signatory
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SOHMEN FAMILY FOUNDATION
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By:
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/s/ Andreas Sohmen-Pao
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Name: Andreas Sohmen-Pao
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Title: Authorized Signatory
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BW LPG LIMITED
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By:
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/s/ Andreas Sohmen-Pao
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Name: Andreas Sohmen-Pao
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Title: Authorized Signatory
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BW LPG HOLDING LIMITED
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By:
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/s/ Martin Ackermann
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Name: Martin Ackermann
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Title: Authorized Signatory
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