Sec Form 13D Filing - BW Group Ltd filing for DORIAN LPG LTD. (LPG) - 2020-01-09

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.
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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.