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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HNA Investment Management LLC 1180 AVENUE OF THE AMERICAS SUITE 1801 NEW YORK, NY 10036 |
X | |||
| /s/ Enrico Marini Finchera, as member | 01/30/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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. | |