UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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)
January 7,
2020
(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
BW Euroholdings Limited
|
|
|
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
2,617,174
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
2,617,174
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,617,174
|
|
|
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)
4.8%*
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
|
|
*
|
The calculation assumes that there
are a total of 54,596,027 Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer
in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 (the “Q2 2020 10-Q”).
|
Cusip No. Y2106R110
|
SCHEDULE 13D
|
Page 3 of 9
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
BW Group Limited
|
|
|
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
2,617,274
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
2,617,274
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,617,274
|
|
|
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)
4.8%*
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
|
|
*
|
The calculation assumes that there are a total
of 54,596,027 Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer in the Q2
2020 10-Q.
|
Cusip No. Y2106R110
|
SCHEDULE 13D
|
Page 4 of 9
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
BW LPG Limited
|
|
|
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 54,596,027 Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer in the Q2
2020 10-Q.
|
Cusip No. Y2106R110
|
SCHEDULE 13D
|
Page 5 of 9
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Sohmen Family Foundation
|
|
|
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
2,617,274
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
2,617,274
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,617,274
|
|
|
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)
4.8%*
|
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
*
|
The calculation assumes that there are a total of 54,596,027
Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer in the Q2 2020 10-Q.
|
Cusip No. Y2106R110
|
SCHEDULE 13D
|
Page 6 of 9
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
BW LPG Holding Limited
|
|
|
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 54,596,027 Common Shares outstanding as of October 25, 2019, which is based on information provided by the Issuer
in the Q2 2020 10-Q.
|
Cusip No. Y2106R110
|
SCHEDULE 13D
|
Page 7 of 9
|
Item 1. Security and Issuer.
This
Amendment No. 15 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. 9 filed on July 3, 2019, Amendment No. 10
filed on July 15, 2019, Amendment No. 11 filed on September 3, 2019, Amendment No. 12 filed on October 17, 2019, Amendment No.
13 filed on November 19, 2019 (“Amendment No. 13”) and Amendment No. 14 filed on January 6, 2020 (“Amendment
No. 14,” and collectively with this Amendment No. 15, 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.
This Amendment No. 15 represents the final amendment to the
Schedule 13D and constitutes an exit filing for the Reporting Persons, as the Reporting Persons beneficially own less than five
percent of the Common Shares of the Issuer.
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, 2,617,274
Common Shares, which represents 4.8% of the total outstanding Common Shares. This percentage is based on 54,596,027 Common Shares
outstanding as of October 25, 2019, according to the Q2 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, 2,617,174 Common Shares, which represents
4.8% of the total outstanding Common Shares. This percentage is based on 54,596,027 Common Shares outstanding as of October 25,
2019, according to the Q2 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 54,596,027 Common Shares outstanding as of October 25,
2019, according to the Q2 2020 10-Q.
(c) Other than the sales of an aggregate of 1,498,439 Common
Shares by Euroholdings from November 10, 2019 through January 7, 2020, the details of which are set forth in Appendix 1 attached
to Amendment No. 13, Appendix 1 attached to Amendment No. 14 and Appendix 1 attached hereto, all 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) As a result of the sales that occurred on January 7, 2020,
the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Shares of the Issuer. The filing
of this Amendment No. 15 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
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: January 9, 2020
|
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 January 9, 2019, the
below chart reflects the transactions in Common Shares effected by Euroholdings since those reported on Amendment No. 14.
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
|
January 7, 2020
|
300,000
|
$16.1592*
|
$16.10 to $16.275
|
* 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 range set forth above in this Appendix 1.
Dorian LPG (NYSE:LPG)
Historical Stock Chart
From Feb 2024 to Mar 2024
Dorian LPG (NYSE:LPG)
Historical Stock Chart
From Mar 2023 to Mar 2024