DORIAN LPG LTD. — Director's Dealing 2022

Mar 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DORIAN LPG LTD. (LPG)
CIK: 0001596993
Period of Report: 2022-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-24	Common Shares, $0.01 par value per share	J	69716	—	Disposed	1863538	Direct
2022-03-01	Common Shares, $0.01 par value per share	J	65433	—	Disposed	1798105	Direct
2022-03-04	Common Shares, $0.01 par value per share	J	61904	—	Disposed	1736201	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-24	Forward Sale Contract (obligation to sell)	$	J	80000	Disposed		Common Stock, par value $0.01 per share (69716)	Direct
2022-03-01	Forward Sale Contract (obligation to sell)	$	J	80000	Disposed		Common Stock, par value $0.01 per share (65433)	Direct
2022-03-04	Forward Sale Contract (obligation to sell)	$	J	80000	Disposed		Common Stock, par value $0.01 per share (61904)	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 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 Agreement.

F2: (continued from footnote 1) The Reporting Person delivered 69,716 Common Shares in connection with the physical settlement (which was the default settlement method) in respect of the 80,000 Common Shares subject to the February 22, 2022 evaluation date pursuant to the terms of the Agreement. The 69,716 Common Shares were settled on February 24, 2022. The Reporting Person delivered 65,433 Common Shares in connection with the physical settlement (which was the default settlement method) in respect of the 80,000 Common Shares subject to the February 25, 2022 evaluation date pursuant to the terms of the Agreement. The 65,433 Common Shares were settled on March 1, 2022. The Reporting Person delivered 61,904 Common Shares in connection with the physical settlement (which was the default settlement method) in respect of the 80,000 Common Shares subject to the March 2, 2022 evaluation date pursuant to the terms of the Agreement. The 61,904 Common Shares were settled on March 4, 2022.

F3: 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).

F4: Under the Agreement, on each of the five settlement dates in February and March of 2022 the reporting person was 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 could 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") was less than or equal to $11.0500 (the "Floor Price"), the reporting person would 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);

F5: (continued from footnote 4) (b) if the Settlement Price was between the Floor Price and $15.6000 (the "Cap Price"), the reporting person would 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 was the Floor Price and the denominator of which was the Settlement Price; and (c) if the Settlement Price was greater than the Cap Price, the reporting person would 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 was the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which was the Settlement Price.