Sec Form 4 Filing - HNA Investment Management LLC @ DORIAN LPG LTD. - 2018-01-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HNA Investment Management LLC
2. Issuer Name and Ticker or Trading Symbol
DORIAN LPG LTD. [ LPG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1180 AVENUE OF THE AMERICAS, SUITE 1801
3. Date of Earliest Transaction (MM/DD/YY)
01/26/2018
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 01/26/2018 S 5,013,583 ( 1 ) D $ 7.3 0 D
Common Stock, par value $0.01 per share 01/26/2018 S 1,412,698 ( 2 ) D $ 7.3 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HNA Investment Management LLC
1180 AVENUE OF THE AMERICAS
SUITE 1801
NEW YORK, NY10036
X
Signatures
/s/ Enrico Marini Finchera, as member 01/30/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in additional detail below, the filer disposed of its Section 13 beneficial ownership of 5,013,583 shares of common stock, par value $0.01 per share ("Common Stock") of Dorian LPG Ltd. (the "Issuer") on this date, but had no pecuniary interest in those shares and therefore has not disposed of them for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16").
( 2 )As described in additional detail below, the filer disposed of its Section 13 beneficial ownership of 1,412,698 shares of Common Stock of the Issuer on this date, but had no pecuniary interest in those shares and therefore has not disposed of them for the purposes of Section 16. Following the dispositions of shares described in this Form 4, the reporting person had Section 13 beneficial ownership of no shares of Common Stock.

Remarks:
Among the shares of Common Stock held immediately prior to the transactions reported on this Form 4, 5,013,583 shares were owned directly by Sino Energy Holdings LLC ("Sino Energy") and 1,412,698 shares were owned directly by HNA Logistics LP ("HNA Logistics"). Each of Sino Energy and the general partner of HNA Logistics is a controlled affiliate of HNA Group Co., Ltd. Each of Sino Energy, HNA Logistics and the general partner of HNA Logistics has contractually delegated all authority to acquire, vote and dispose of the Common Stock to HNA Investment Management LLC (the "Manager") and thereby fully transferred to the Manager its Section 13 beneficial ownership of the Common Stock. However, Sino Energy and HNA Logistics retained the entire pecuniary interest in the shares of Common Stock they directly owned, and the Manager did not receive a performance based fee for its services. Accordingly, the Manager, while considered a 10% shareholder of the Issuer did not beneficially own any shares for the purposes of Section 16.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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