Hadjipateras Amends Dorian LPG Stake Filing

TL;DR

Hadjipateras updated his Dorian LPG filing, check for ownership changes.

AI Summary

John C. Hadjipateras filed an amendment (Amendment No. 10) to his Schedule 13D on April 21, 2024, regarding his holdings in Dorian LPG Ltd. The filing indicates a change in reporting, but the specific details of the change in beneficial ownership or the number of shares held are not fully detailed in the provided excerpt. The filing is made under the Securities Exchange Act of 1934.

Why It Matters

This filing is an update to a significant shareholder's disclosure, which can signal changes in a company's ownership structure or a major investor's intentions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings can indicate shifts in significant shareholder positions, potentially impacting stock price and corporate strategy.

Key Numbers

• Amendment No. 10 — Filing Amendment Number (Indicates this is a subsequent update to the original filing.)
• April 21, 2024 — Date of Event (The date triggering the requirement for this filing amendment.)

Key Players & Entities

• John C. Hadjipateras (person) — Filing person and significant shareholder
• Dorian LPG Ltd. (company) — Subject company
• 203-674-9900 (phone_number) — Contact number for authorized person

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie
• $400,000 — ned a related party up to approximately $400,000 of Common Shares, which shall be delive
• $4,212,520.00 — rting Person received a cash payment of $4,212,520.00. The Reporting Person pledged 400,000 C
• $11.0500 — ement Price") was less than or equal to $11.0500 (the "February 2021 Prepaid Forward Con
• $15.6000 — repaid Forward Contract Floor Price and $15.6000 (the "February 2021 Prepaid Forward Con
• $4,059,120.00 — rting Person received a cash payment of $4,059,120.00. The Reporting Person pledged 400,000 C
• $10.6845 — ement Price") was less than or equal to $10.6845 (the "April 2021 Prepaid Forward Contra
• $15.0840 — repaid Forward Contract Floor Price and $15.0840 (the "April 2021 Prepaid Forward Contra
• $22,280.00 — g Person received a net cash payment of $22,280.00. The Reporting Person continued to pled
• $11.8575 — lement Price") is less than or equal to $11.8575 (the "March 2022 Amended Prepaid Forwar
• $16.7400 — repaid Forward Contract Floor Price and $16.7400 (the "March 2022 Amended Prepaid Forwar
• $4,560,960.00 — rting Person received a cash payment of $4,560,960.00. The Reporting Person pledged 400,000 C
• $12.0190 — lement Price") is less than or equal to $12.0190 (the "June 2021 Prepaid Forward Contrac
• $16.9680 — repaid Forward Contract Floor Price and $16.9680 (the "June 2021 Prepaid Forward Contrac

Filing Documents

• d11076343_13d-a.htm (SC 13D/A) — 101KB
• 0000919574-24-003793.txt ( ) — 102KB

Security and Issuer

ITEM 1. Security and Issuer. This Schedule 13D relates to the Common Shares, par value $0.01 per share (the "Common Shares") of Dorian LPG Ltd., a Marshall Islands corporation (the "Issuer"), whose principal executive offices are located at 27 Signal Road, Stamford, Connecticut 06902.

Identity and Background

ITEM 2. Identity and Background. (a) – (c), (f) This Schedule 13D is being filed by John C. Hadjipateras, a United States citizen (the "Reporting Person"). The Reporting Person's business address is c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, CT 06902. The Reporting Person is the Chief Executive Officer, President and Chairman of the Board of Directors of the Issuer. (d) – (e) The Reporting Person has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Source and Amount of Funds or Other Consideration

ITEM 3. Source and Amount of Funds or Other Consideration. On December 22, 2015, as part of a pro rata distribution by Astromar LLC to its members, the Reporting Person received 1,540,155 Common Shares over which he has sole dispositive and voting power. No consideration was paid as part of the distribution. The other 631,403 Common Shares to which the Reporting Person has sole dispositive and voting power were acquired with cash on hand and through awards of restricted stock from the Issuer. In addition, on December 22, 2015, Mark C. Hadjipateras, Angeliki C. Hadjipateras, Aikaterini C. Hadjipateras, Konstantinos Markakis, Scott M. Sambur, as Trustee of the Kyveli Trust, and George J. Dambassis and on August 16, 2022, Egean Financiera Corporation, Maria Xilas and Panagiotis Xilas (each a "Proxy Shareholder" and collectively, the "Proxy Shareholders"), who together are record holders of an aggregate 2,655,849 Common Shares (the "Proxy Shares"), each entered into a separate revocable proxy (each a "Shareholder Proxy" and collectively, the "Shareholder Proxies") appointing the Reporting Person, with respect to the Proxy Shares, as such Proxy Shareholder's proxy, attorney, and agent with full power and authority, at any meeting of shareholders of the Issuer, whether attending in person or by proxy, and on every action or written consent of shareholders of the Issuer, to vote and act for and in such Proxy Shareholder's name, place and stead. No consideration was paid by the Reporting Person in connection with each Shareholder Proxy. The Shareholder Proxies for Maria Xilas and Panagiotis Xilas have since been terminated. The Shareholder Proxies are incorporated by reference in this filing in Exhibit A and Exhibit B; references to or descriptions of the Shareholder Proxies are qualified in their entirety by reference to the full text of the Shareholder Proxies. On June 14, 2024, Markos Lyras and Angela Lyras (each a "New Proxy Shareholder" and collectively, the "New Pr

Purpose of Transaction

ITEM 4. Purpose of Transaction. (a) - (j). The Common Shares that the Reporting Person may be deemed to beneficially own are held for investment or other purposes, but as the Chief Executive Officer, President and Chairman of the Board of Directors of the Issuer, the Reporting Person controls the management and policies of the Issuer. In the future, the Reporting Person may be involved in and may plan for his involvement in any or all of the following: 1. The acquisition of additional Common Shares of the Issuer or the disposition of Common Shares of the Issuer; 2. Any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; 3. A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; 4. Any material change in the present capitalization or dividend policy of the Issuer; 5. Any other material change in the Issuer's business or corporate structure; 6. Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; 7. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; 8. A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and 9. Any action similar to those enumerated above. Any future decision of the Reporting Person to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant.

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer. (a) – (b) Based on the 424(b)(5) Prospectus filed by the Issuer on June 6, 2024, the Issuer has 42,619,448 Common Shares outstanding. Based upon the foregoing, the Reporting Person may be deemed to beneficially own 4,915,274 Common Shares representing 11.53% of the total outstanding Common Shares, further as set forth below: Name Voting Dispositive Sole Shared Sole Shared John C. Hadjipateras 1,777,740 3,137,534(1)(2) 1,777,740 151,664 (2) _______________________ (1) Includes (i) the Proxy Shares that the Reporting Person may be deemed to beneficially own by virtue of a revocable proxy granted to the Reporting Person by each Proxy Shareholder, pursuant to which the Reporting Person may be deemed to share the power to vote the Proxy Shares; and (ii) the New Proxy Shares that the Reporting Person may be deemed to beneficially own by virtue of a revocable proxy granted to the Reporting person by each New Proxy Shareholder, pursuant to which the Reporting Person may be deemed to share the power to vote the New Proxy Shares. See Item 3, Item 6, Exhibit A, Exhibit B and Exhibit C. (2) Includes certain Common Shares held by the Reporting Person's spouse and the LMG Trust that the Reporting Person may be deemed to share the power to vote and dispose of such Common Shares. See Item 3. (c) Except as set forth in this Amendment No. 10 (including in Item 6), no other transactions in the Common Shares were effected by the person enumerated in Item 2 during the last 60 days. (d) The Proxy Shareholders have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Proxy Shares. The New Proxy Shareholders have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the New Proxy Shares. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On December 22, 2015, each Proxy Shareholder entered into a Shareholder Proxy appointing the Reporting Person, with respect to the Proxy Shares, as such Proxy Shareholder's proxy, attorney, and agent with full power and authority, at any meeting of shareholders of the Issuer, whether attending in person or by proxy, and on every action or written consent of shareholders of the Issuer, to vote and act for and in such Proxy Shareholder's name, place and stead. No consideration was paid by the Reporting Person in connection with the Shareholder Proxies. For more information, see Item 3 and Exhibit A. On June 17, 2020, the Reporting Person entered into a securities lending agreement, pursuant to which the Reporting Person loaned a related party up to approximately $400,000 of Common Shares, which shall be delivered from time to time as agreed between the Reporting Person and the related party. The Reporting Person has the right to demand return of such shares upon five (5) days' notice. On February 23, 2021, the Reporting Person entered into a master confirmation in respect of a prepaid variable forward sale contract with an unaffiliated party (the "February 2021 Prepaid Forward Contract") with an unaffiliated bank (the "Bank") relating to 400,000 Common Shares 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 February 2021 Prepaid Forward Contract. In exchange for entering into the February 2021 Prepaid Forward Contract and assuming the obligations thereunder, the Reporting Person received a cash payment of $4,212,520.00. The Reporting Person pledged 400,000 Common Shares (the "February 2021 Prepaid Forward Contract Pledged Shares") to secure his obligations under the February 2021 Prepaid Forward

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