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.
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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
4,657,000
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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
4,657,000
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,657,000
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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)
8.5%*
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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 55,063,602 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”).
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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
4,657,100
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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
4,657,100
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,657,100
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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)
8.5%*
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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 55,063,602 Common Shares outstanding as of August 1, 2019, which is based
on information provided by the Issuer in the Q1 2020 10-Q.
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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 55,063,602 Common Shares outstanding as of August 1, 2019, which is based
on information provided by the Issuer in the Q1 2020 10-Q.
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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
4,657,100
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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
4,657,100
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,657,100
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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)
8.5%*
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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 55,063,602 Common Shares outstanding as of August 1, 2019, which is based on information provided by the Issuer in the Q1 2020
10-Q.
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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 55,063,602 Common Shares outstanding as of August 1, 2019, which is based
on information provided by the Issuer in the Q1 2020 10-Q.
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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. 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.
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Cusip No. Y2106R110
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SCHEDULE 13D
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Page 8 of 9
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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
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BW EUROHOLDINGS LIMITED
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By:
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/s/ Billy Chiu
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Name:
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Billy Chiu
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Title:
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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:
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Nicholas Fell
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Title:
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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:
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Andreas Sohmen-Pao
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Title:
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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:
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Andreas Sohmen-Pao
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Title:
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Authorized Signatory
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BW
LPG HOLDING LIMITED
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By:
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/s/ Elaine Ong Yi Ling
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Name:
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Elaine Ong Yi Ling
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Title:
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Authorized Signatory
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Cusip No. Y2106R110
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SCHEDULE 13D
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Page 9 of 9
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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.
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Date
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Common Shares
Sold
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Price per
Common Share
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Transaction
Price Range
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September
19, 2019
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50,000
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$11.00
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N/A
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October
10, 2019
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164,475
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$11.3104*
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$11.30
to $11.48
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October
11, 2019
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109,577
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$11.6023*
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$11.60
to $11.79
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October
14, 2019
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500,000
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$11.9158*
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$11.60
to $12.18
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October
15, 2019
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250,000
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$12.1098*
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$12.00
to $12.525
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October
16, 2019
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89,846
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$12.2070*
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$12.20
to $12.28
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*
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.
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