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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 | |
BW Group Ltd C/O MAPLETREE BUSINESS CITY, #18-01; 10 PASIR PANJANG ROAD SINGAPORE, U0 117438 |
X | |||
BW Euroholdings Ltd C/O MAPLETREE BUSINESS CITY, #18-01; 10 PASIR PANJANG ROAD SINGAPORE, U0 117438 |
X | |||
Sohmen Family Foundation HEILIGKREUZ 6, P O BOX 484 VADUZ, N2 FL-9490 |
X |
BW GROUP LIMITED By: /s/ Nicholas Fell, Authorized Signatory | 07/09/2018 | |
**Signature of Reporting Person | Date | |
BW EUROHOLDINGS LIMITED By: /s/ Billy Chiu, Authorized Signatory | 07/09/2018 | |
**Signature of Reporting Person | Date | |
THE SOHMEN FAMILY FOUNDATION By: /s/ Andreas Sohmen-Pao, Authorized Signatory | 07/09/2018 | |
**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) | On July 5, 2018, BW LPG Holding Limited ("LPG Holding") purchased 100 shares of common stock, par value $0.01 per share (the "Common Shares"), of Dorian LPG Ltd. (the "Issuer") in order to become a stockholder of the Issuer eligible to make nominations of individuals to stand for election to the Issuer's Board of Directors. LPG Holding is a wholly-owned subsidiary of BW LPG Limited ("BW LPG"). As of July 9, 2018, BW Group Limited ("BW Group") owns approximately 45% of BW LPG. The Sohmen Family Foundation (the "Foundation") holds 93.25% of BW Group. |
(2) | BW Euroholdings Limited ("Euroholdings"), a wholly-owned subsidiary of BW Group ("BW Group"), owns 7,826,460 Common Shares. BW Group, the Foundation, Euroholdings, LPG Holding and BW LPG may be considered a group within the meaning of Section 13(d)(3) of the Exchange Act. |
(3) | Each reporting person disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. As Euroholdings does not have a pecuniary interest in the 100 shares acquired by LPG Holding, the number of Common Shares it beneficially owns remains 7,826,460. |
(4) | BW Group, the Foundation and Euroholdings are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. |