DORIAN LPG LTD. — Director's Dealing 2021

Feb 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DORIAN LPG LTD. (LPG)
CIK: 0001596993
Period of Report: 2020-11-09

Reporting Person: HADJIPATERAS JOHN C (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-09	Common Shares, $0.01 par value per share	G	1500	—	Disposed	2002262	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-23	Forward Sale Contract (obligation to sell)	$	J	400000	Acquired		Common Stock, par value $0.01 per share (400000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $0.01 par value per share	125000	Indirect
Common Shares, $0.01 par value per share	20664	Indirect
Common Shares, $0.01 par value per share	6250	Indirect

Footnotes

F1: On February 23, 2021, the reporting person entered into a master confirmation in respect of a variable prepaid forward sale agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 400,000 shares of common stock, par value $0.01 per share ("Common Stock") of the Issuer and obligating the reporting person to deliver to the Bank up to 400,000 shares of Common Stock of the Issuer (or, at the reporting person's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.

F2: In exchange for entering into the Agreement and assuming the obligations thereunder, the reporting person received a cash payment of $4,212,520.00. The reporting person pledged 400,000 shares of Common Stock (the "Pledged Shares") to secure his obligations under the Agreement, and retained voting and dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the reporting person settles the Agreement in cash).

F3: Under the Agreement, on each of the five settlement dates in February and March of 2022 the reporting person will be obligated to deliver to the Bank a number of shares of the Issuer's Common Stock determined as follows (or, under certain circumstances, at the reporting person's election, he may pay an equivalent amount in cash): (a) if the closing price of the Issuer's Common Stock on the related valuation date (the "Settlement Price") is less than or equal to $11.0500 (the "Floor Price"), the reporting person will deliver to the Bank 80,000 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date);

F4: (continued from footnote 3) (b) if the Settlement Price is between the Floor Price and $15.6000 (the "Cap Price"), the reporting person will deliver to the Bank a number of shares of the Issuer's Common Stock equal to 80,000 shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the Bank the number of shares of the Issuer's Common Stock equal to the product of (i) 80,000 shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.