Sec Form 4 Filing - HADJIPATERAS JOHN C @ DORIAN LPG LTD. - 2022-03-14

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
HADJIPATERAS JOHN C
2. Issuer Name and Ticker or Trading Symbol
DORIAN LPG LTD. [ LPG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O DORIAN LPG (USA) LLC, 27 SIGNAL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2022
(Street)
STAMFORD, CT06902
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 Shares, $0.01 par value per share 1,668,390( 5 ) D
Common Shares, $0.01 par value per share 125,000 I By Spouse
Common Shares, $0.01 par value per share 20,664 I By Trust
Common Shares, $0.01 par value per share 6,250 I By member of the household
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
Forward Sale Contract (obligation to sell) ( 1 )( 2 )( 3 )( 4 ) 03/14/2022 J 400,000 ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 4 ) Common Shares, par value $0.01 per share 400,000 ( 1 )( 2 )( 3 )( 4 ) 400,000 D
Forward Sale Contract (obligation to sell) ( 1 )( 2 )( 3 )( 4 ) 03/14/2022 J 400,000 ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 4 ) Common Shares, par value $0.01 per share 400,000 ( 1 )( 2 )( 3 )( 4 ) 400,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HADJIPATERAS JOHN C
C/O DORIAN LPG (USA) LLC
27 SIGNAL ROAD
STAMFORD, CT06902
X X President and CEO
Signatures
By: /s/ John C. Hadjipateras 03/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As reported by the reporting person on April 9, 2021, on April 7, 2021, the reporting person entered into a master confirmation in respect of a variable prepaid forward sale agreement (the "April 2021 Agreement") with an unaffiliated bank (the "Bank") relating to 400,000 shares of common stock, par value $0.01 per share ("Common Shares") of the Issuer and obligating the reporting person to deliver to the Bank up to 400,000 Common Shares of the Issuer (or, at the reporting person's election, under certain circumstances, an equivalent amount of cash) to settle the April 2021 Agreement. On March 14, 2021, the reporting person and the Bank effectively amended the April 2021 Agreement to move the settlement dates to February and March of 2023 and make such related revisions as are described herein (such agreement, the "March 2022 Amended Agreement").
( 2 )(continued from footnote 1) In exchange for entering into the March 2022 Amended Agreement and assuming the obligations thereunder, the reporting person received a net cash payment of $22,280.00. The reporting person has continued the pledge of 400,000 Common Shares (the "Pledged Shares") from the April 2021 Agreement to secure his obligations under the March 2022 Amended Agreement, and retained voting and dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the reporting person settles the March 2022 Amended Agreement in cash).
( 3 )(continued from footnote 2) Under the March 2022 Amended Agreement, on each of the five settlement dates in February and March of 2023 the reporting person will be obligated to deliver to the Bank a number of Common Shares determined as follows (or, under certain circumstances, at the reporting person's election, he may pay an equivalent amount in cash): (a) if the closing price of the Issuer's Common Shares on the related valuation date (the "Settlement Price") is less than or equal to $11.8575 (the "Floor Price"), the reporting person will deliver to the Bank 80,000 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date);
( 4 )(continued from footnote 3) (b) if the Settlement Price is between the Floor Price and $16.7400 (the "Cap Price"), the reporting person will deliver to the Bank a number of Common Shares equal to 80,000 shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank the number of Common Shares equal to the product of (i) 80,000 shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.
( 5 )This Form 4 corrects the administrative error appearing in the Form 4 filed by the Reporting Person on February 23, 2022 and the Form 4 filed by the Reporting Person on March 9, 2022, which erroneously included 67,811 Common Shares in the calculation of the figures in column 5 of Table I.

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