Edgar Filing: BW Group Ltd

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BW Group Ltd

2. Issuer Name and Ticker or Trading Symbol
DORIAN LPG LTD. [LPG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O MAPLETREE BUSINESS CITY, #18-01;, 10 PASIR PANJANG ROAD

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2018

(Street)

SINGAPORE, U0 117438

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 Stock	07/05/2018		P		100 ⁽¹⁾	A	$ 7.56	7,826,560 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	See footnotes

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)

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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

Signatures

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

Explanation of Responses:

*	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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