Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Navigator Holdings Ltd. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
Y62132108 (CUSIP Number) |
Nicholas Fell BW Maritime Pte. Ltd. Mapletree Busines, City, #18-01 10 Pasir Panjang Road Singapore, U0, 117438 65 (0) 6434 5818 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/22/2026 (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.
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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | Y62132108 |
| 1 |
Name of reporting person
BW Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,089,011.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.87 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. This percentage is based on a total of 61,699,971 outstanding shares of common stock of Navigator Holdings Ltd., which amount was disclosed in Navigator Holdings Ltd.'s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on May 6, 2026 (the "Form 6-K").
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Navigator Holdings Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
10 Bressenden Place, London,
UNITED KINGDOM
, SW1E 5DH. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") is being filed by BW Group Limited ("BWG"), with respect to the shares of common stock, par value $0.01 per share (the "Common Shares"), of Navigator Holdings Ltd., a Marshall Islands corporation (the "Issuer"), whose principal executive offices are located at c/o NGT Services (UK) Ltd, 10 Bressenden Place, London, SW1E 5DH, United Kingdom. This Amendment No. 4 amends and supplements the statement on the Schedule 13D originally filed by BWG with the Securities and Exchange Commission (the "SEC") on December 28, 2020 (the "Original Schedule 13D"), and amended by Amendment No. 1, filed with the SEC on August 18, 2021, Amendment No. 2, filed with the SEC on June 13, 2024 and Amendment No. 3, filed with the SEC on March 13, 2026 (collectively with the Original Schedule 13D and this Amendment No. 4, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D. Except as otherwise stated in this Amendment No. 4, the Original Schedule 13D, as amended, remains in full force and effect. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is amended and supplemented as follows: As of June 25, 2026, BWG may be deemed to beneficially own 6,089,011 Common Shares, representing approximately 9.87% of the outstanding Common Shares. The foregoing beneficial ownership percentage is based on a total of 61,699,971 Common Shares outstanding as disclosed in the Issuer's Form 6-K. | |
| (b) | BWG has sole voting power and sole dispositive power over 6,089,011 Common Shares, representing approximately 9.87% of the outstanding Common Shares. The foregoing percentage is based on a total of 61,699,971 Common Shares outstanding as disclosed in the Issuer's Form 6-K. | |
| (c) | The below chart reflects the transactions in Common Shares effected by BWG during the past 60 days. All of the Chommon Shares were sold in open market transactions through a broker. Trade date No. of Shares Sold Average Price(1) Transaction Price Range 20-May-26 (207,327) $23.92 $23.61 to $24.29 21-May-26 (164,824) $23.56 $23.3929 to $23.90 22-May-26 (110,750) $23.07 $23.00 to $23.30 26-May26 (106,000) $23.21 $23.0352 to $23.5703 27-May-26 (603) $23.03 $23.00 to $23.065 11-Jun-26 (2,233) $23.00 $23.00 to $23.03 22-Jun-26 (105,000) $21.92 $21.56 to $22.23 24-Jun-26 (105,000) $21.83 $21.46 to $22.31 (1) Reflects the weighted average sale price per Common Share sold in multiple transactions. BWG undertakes to provide the SEC staff, upon request, all information regarding the number of shares sold at each separate price within the ranges set forth above. | |
| 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.
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