UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

DORIAN LPG LTD.

(Name of Issuer)

Common Shares, Par Value $0.01

(Title of Class of Securities)

Y2106R110

(CUSIP Number)

Nick Fell

BW Maritime Pte. Ltd.

Mapletree Business City, #18-01

10 Pasir Panjang Road

Singapore 117438

Telephone: +65 (0) 6434 5818

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 27, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

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13DPage 2 of 11
         
1.  

NAMES OF REPORTING PERSONS


BW Euroholdings Limited

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☐		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
  		   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cyprus		    

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
6,000,000 (See Item 5)
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
6,000,000 (See Item 5)
  10.   SHARED DISPOSITIVE POWER
 
-0-

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000 (See Item 5) 		   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ☐		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3% (See Item 5)*		    
14.   TYPE OF REPORTING PERSON (see instructions)

CO		    
         
                 
*The calculation assumes that there are a total of 58,057,493 Common Shares outstanding as of August 27, 2015, which is based on information provided by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (the “Q2 2015 10-Q”).

 

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13DPage 3 of 11
         
1.  

NAMES OF REPORTING PERSONS


BW LPG Limited

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☐		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
 		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda		    

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
0 (See Item 5)
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
0 (See Item 5)
  10.   SHARED DISPOSITIVE POWER
 
-0-

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0 (See Item 5)		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ☐		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0% (See Item 5)		    
14.   TYPE OF REPORTING PERSON (see instructions)

CO		    

 

 

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13DPage 4 of 11

 

         
1.  

NAMES OF REPORTING PERSONS


BW Group Limited

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☐		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
  		   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda		    

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
6,000,000 (See Item 5)
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
6,000,000 (See Item 5)
  10.   SHARED DISPOSITIVE POWER
 
-0-

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000 (See Item 5)  		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ☐		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3% (See Item 5)*		    
14.   TYPE OF REPORTING PERSON (see instructions)

CO		    

 

* The calculation assumes that there are a total of 58,057,493 Common Shares outstanding as of August 27, 2015, which is based on information provided by the Issuer in the Q2 2015 10-Q.

 

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13DPage 5 of 11

 

         
1.  

NAMES OF REPORTING PERSONS


Sohmen Family Foundation

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☐		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions)
 
  		   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cyprus		    

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
6,000,000 (See Item 5)
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
6,000,000 (See Item 5)
  10.   SHARED DISPOSITIVE POWER
 
-0-

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000 (See Item 5) 		   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ☐		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3% (See Item 5)*		    
14.   TYPE OF REPORTING PERSON (see instructions)

OO		    
   

 

* The calculation assumes that there are a total of 58,057,493 Common Shares outstanding as of August 27, 2015, which is based on information provided by the Issuer in the Q2 2015 10-Q.

    
                 

 

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13DPage 6 of 11

Item 1.  Security and Issuer.

This Amendment No. 1 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 28, 2015 (the “Schedule 13D” and, as amended and supplemented by this Amendment No. 1, this “Statement”) with respect to the Common Shares, par value $0.01 per share (the “Common Shares”), of Dorian LPG Ltd., a company incorporated under the laws of the Republic of the Marshall Islands (the “Issuer”). The Issuer’s principal executive offices are located at 27 Signal Road, Stamford, Connecticut 06902. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 3.  Source or Amount of Funds or Other Consideration.

The response set forth in Item 3 of the Schedule 13D is hereby amended by adding the following third paragraph: “On August 27, 2015, the Option expired. As a result, on August 27, 2015, LPG ceased to be the beneficial owner of more than five percent of the Common Shares of the Issuer.”

Item 5.  Interest in Securities of the Issuer.

The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting subparagraphs (a) and (b) of the previous response in their entirety and replacing them with the following:

a.Assuming that there are a total of 58,057,493 Common Shares outstanding as of August 27, 2015, which is based on information provided by the Issuer in the June 29 Form S-3, (i) Euroholdings directly beneficially owns 6,000,000 Common Shares, which represent 10.3% of the outstanding Common Shares, (ii) BWG indirectly beneficially owns such 6,000,000 Common Shares, which represent 10.3% of the outstanding Common Shares and (iii) the Foundation also indirectly beneficially owns such 6,000,000 Common Shares, which represent 10.3% of the outstanding Common Shares. Following the expiration of the Option, LPG beneficially owns zero Common Shares.
b.Assuming that there are a total of 58,057,493 Common Shares outstanding as of August 27, 2015, which is based on information provided by the Issuer in the June 29 Form S-3, (i) Euroholdings has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 6,000,000 Common Shares, (ii) BWG also has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of such 6,000,000 Common Shares and (iv) the Foundation also has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of such 6,000,000 Common Shares. Following the expiration of the Option, LPG has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of zero Common Shares.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 31, 2015

BW EUROHOLDINGS LIMITED

 

By: /s/ Nicholas Fell    

Name: Nicholas Fell
Title: Authorized Signatory

 

 

 

 

BW LPG LIMITED

 

 

By: /s/ Stephen Harper   

Name: Stephen Harper
Title: Authorized Signatory

 

 

 

 

BW GROUP LIMITED

 

 

 

By: /s/ Nicholas Fell    

Name: Nicholas Fell
Title: Authorized Signatory

 

 

 

 

 

SOHMEN FAMILY FOUNDATION

 

 

 

By: /s/Andreas Sohmen-Pao

Name: Andreas Sohmen-Pao
Title: Authorized Signatory

 

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13DPage 8 of 11

 

 

SCHEDULE 1-A

 

Directors and Executive Officers of BW Euroholdings Limited

 

Name   Business Address   Principal Occupation or Employment   Citizenship
Board of Directors            
Billy Chiu  

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

   Company Director   Singaporean

Andrea Maria Christodoulides

 

 

 

 

Panos Lampropoulos

  

c/o BW Gas Cyprus Ltd

Ariadne House, 4th floor,

Office 41

333, 28th October street,

3106, Limassol

Cyprus

c/o195 Arch. Makarios III Ave, Neocleous House, 3030 Limassol, Cyprus

 

  

Company Director

 

 

 

 

 

Company Director

  

British

 

 

 

 

 

Cyprus

             

Executive Officers

 

            
None            

 

 

 

 

 

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13DPage 9 of 11

SCHEDULE 1-B

 

Directors and Executive Officers of BW LPG Limited

 

Name   Business Address   Principal Occupation or Employment   Citizenship
Board of Directors            
Andreas Sohmen-Pao  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Chairman and Company Director   Austrian
John B. Harrison  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Vice-Chairman and Company Director   British
Dato’ Jude P Benny  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Company Director   Singaporean
Andreas Beroutsos  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Company Director   Greek
Anne Grethe Dalane  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Company Director   Norwegian
Anders Onarheim  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Company Director   Norwegian
             

Executive Officers

 

            
Andrew Charles Hoare  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Chief Commercial Officer   British
Martin Ackermann  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Chief Executive Officer   Danish
Elaine Ong Yi Ling  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Chief Financial Officer   Singaporean
Pontus Kristofer Berg  

c/o Mapletree Business City #17-02

10 Pasir Panjang Road Singapore 117438

   Senior Vice President,  Owner's Representative   Swedish

 

 

 

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SCHEDULE 1-C

 

Directors and Executive Officers of BW Group Limited

 

Name   Business Address   Principal Occupation or Employment   Citizenship
Board of Directors            
Andreas Sohmen-Pao  

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

   Chairman and Company Director   Austrian
Amaury de Seze  

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

   Company Director   French

Peter Denis Sutherland

 

 

 

John B. Harrison

 

 

 

Sir John Rose

 

 

 

Tan Hwee Hua @ Lim Hwee Hua

  

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

 

  

Company Director

 

 

 

Company Director

 

 

 

Company Director

 

 

 

Company Director

  

Irish

 

 

 

British

 

 

 

British

 

 

 

Singaporean

Executive Officers

 

            

Carsten Mortensen

 

 

 

Nicholas John Oxleigh

Fell

 

 

Yngvil Signe Eriksson Asheim

 

 

Lars Pedersen

 

 

 

Sebastien Brochet

 

 

 

Billy Chiu

 

 

  

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

 

  

Chief Executive Officer

 

 

 

Senior Vice President, Corporate Services & General Counsel

 

 

Managing Director, BW Shipping

 

 

 

Managing Director, BW Fleet Management

 

 

Vice President, Strategy, Corporate Development & HR

 

 

Senior Vice President, Quality, Audit & Compliance

 

 

 

  

Danish

 

 

 

British

 

 

 

Norwegian

 

 

 

Danish

 

 

 

French

 

 

 

Singaporean

Nicholas Murray Gleeson  

c/o Mapletree Business City #18-01

10 Pasir Panjang Road Singapore 117438

 

   Chief Financial Officer   Australian

 

 

 

 

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SCHEDULE 1-D

 

President and Members of the Sohmen Family Foundation

 

Name   Business Address   Principal Occupation or Employment   Citizenship
President            

 

Helmut Sohmen

  

 

23rd Floor, No.9 Des Voeux Road West, Hong Kong SAR, China

  

 

Company Director

  

 

Austrian

             

Members

 

            

Hansjoerg Kaltenbrunner

 

  

Schoenbrunngasse 64, Graz, Austria

 

   Company Director   Austrian
Dr. Karl Josef Hier   Heiligkreuz 6, Postfach 484, FL-9490 Vaduz, Liechtenstein   Law Partner, Marxer & Partner  

Austrian

 

 

Andreas Sohmen-Pao

  

 

c/o Mapletree Business City #18-01

10 Pasir Panjang Road

Singapore 117438

  

 

Chairman and Company Director

  

 

Austrian