DORIAN LPG LTD. — Director's Dealing 2022

Mar 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DORIAN LPG LTD. (LPG)
CIK: 0001596993
Period of Report: 2022-03-14

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-14	Forward Sale Contract (obligation to sell)	$	J	400000	Disposed		Common Shares, par value $0.01 per share (400000)	Direct
2022-03-14	Forward Sale Contract (obligation to sell)	$	J	400000	Acquired		Common Shares, par value $0.01 per share (400000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, $0.01 par value per share	1668390	Direct
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: As reported by the reporting person on April 9, 2021, on April 7, 2021, the reporting person entered into a master confirmation in respect of a variable prepaid forward sale agreement (the "April 2021 Agreement") with an unaffiliated bank (the "Bank") relating to 400,000 shares of common stock, par value $0.01 per share ("Common Shares") of the Issuer 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 April 2021 Agreement. On March 14, 2021, the reporting person and the Bank effectively amended the April 2021 Agreement to move the settlement dates to February and March of 2023 and make such related revisions as are described herein (such agreement, the "March 2022 Amended Agreement").

F2: (continued from footnote 1) In exchange for entering into the March 2022 Amended Agreement and assuming the obligations thereunder, the reporting person received a net cash payment of $22,280.00. The reporting person has continued the pledge of 400,000 Common Shares (the "Pledged Shares") from the April 2021 Agreement to secure his obligations under the March 2022 Amended 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 March 2022 Amended Agreement in cash).

F3: (continued from footnote 2) Under the March 2022 Amended Agreement, on each of the five settlement dates in February and March of 2023 the reporting person will be obligated to deliver to the Bank a number of Common Shares 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 Shares on the related valuation date (the "Settlement Price") is less than or equal to $11.8575 (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 $16.7400 (the "Cap Price"), the reporting person will deliver to the Bank a number of Common Shares 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 Common Shares 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.

F5: This Form 4 corrects the administrative error appearing in the Form 4 filed by the Reporting Person on February 23, 2022 and the Form 4 filed by the Reporting Person on March 9, 2022, which erroneously included 67,811 Common Shares in the calculation of the figures in column 5 of Table I.