UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*

DORIAN LPG LTD.
(Name of Issuer)
Common Stock, 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)
July 12, 2018
(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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.

Cusip No. Y2106R110	SCHEDULE 13D	Page  2  of 8	

 	 	 	 	 	
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)
 WC 	 	 	
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
 
0	
	 	8.	 	SHARED VOTING POWER
 
7,826,460	
	 	9.	 	SOLE DISPOSITIVE POWER
 
0	
	 	10.	 	SHARED DISPOSITIVE POWER
 
7,826,460	

11.	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,826,460  	 	 	
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)

14.2%*	 	 	
14.	 	TYPE OF REPORTING PERSON (see instructions)

CO	 	 	

 	*	

The calculation assumes that there are a total of 55,228,723 Common Shares outstanding as of July 16, 2018, which is based on information provided by the Issuer in its Annual Report on Form 10-K for the fiscal year ended March 31, 2018 (the “2018 10-K”).

 	 	 	

Cusip No. Y2106R110	SCHEDULE 13D	Page  3  of 8	

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)
 
 AF	 	 	
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	
	 	8.	 	SHARED VOTING POWER
 
7,826,560	
	 	9.	 	SOLE DISPOSITIVE POWER
 
0	
	 	10.	 	SHARED DISPOSITIVE POWER
 
7,826,560	

11.	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,826,560  	 	 	
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)

14.2%*	 	 	
14.	 	TYPE OF REPORTING PERSON (see instructions)

CO	 	 	
 
 	*	The calculation assumes that there are a total of 5 5,228,723 Common Shares outstanding as of July 16, 2018, which is based on information provided by the Issuer in the 2018 10-K.	

Cusip No. Y2106R110	SCHEDULE 13D	Page  4  of 8	

 	 	 	

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)
 
 WC	 	 	
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	
	 	8.	 	SHARED VOTING POWER
 
100	
	 	9.	 	SOLE DISPOSITIVE POWER
 
0	
	 	10.	 	SHARED DISPOSITIVE POWER
 
100	

11.	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100  	 	 	
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%*	 	 	
14.	 	TYPE OF REPORTING PERSON (see instructions)

CO	 	 	
 
 	*	The calculation assumes that there are a total of 5 5,228,723 Common Shares outstanding as of July 16, 2018, which is based on information provided by the Issuer in the 2018 10-K.	

Cusip No. Y2106R110	SCHEDULE 13D	Page  5  of 8	

 	 	 	 	 	
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)
 
 AF	 	 	
5.	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐	 	 	
6.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Liechtenstein	 	 	

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	 	7.	 	SOLE VOTING POWER
 
0	
	 	8.	 	SHARED VOTING POWER
 
7,826,560	
	 	9.	 	SOLE DISPOSITIVE POWER
 
0	
	 	10.	 	SHARED DISPOSITIVE POWER
 
7,826,560	

11.	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,826,560	 	 	
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)

14.2%*	 	 	
14.	 	TYPE OF REPORTING PERSON (see instructions)

OO	 	 	
 	 	 	 	 	 	 	 	 	
 	*	The calculation assumes that there are a total of 5 5,228,723 Common Shares outstanding as of July 16, 2018, which is based on information provided by the Issuer in the 2018 10-K.	

Cusip No. Y2106R110	SCHEDULE 13D	Page  6  of 8	

1.	 	NAMES OF REPORTING PERSONS

BW LPG Holding 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)
 
 WC	 	 	
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	
	 	8.	 	SHARED VOTING POWER
 
100	
	 	9.	 	SOLE DISPOSITIVE POWER
 
0	
	 	10.	 	SHARED DISPOSITIVE POWER
 
100	

11.	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100  	 	 	
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%*	 	 	
14.	 	TYPE OF REPORTING PERSON (see instructions)

CO	 	 	
 
 	*	The calculation assumes that there are a total of 5 5,228,723 Common Shares outstanding as of July 16, 2018, which is based on information provided by the Issuer in the 2018 10-K.	

Cusip No. Y2106R110	SCHEDULE 13D	Page  7  of 8	
 
Item 1.  Security and Issuer.
This Amendment No. 6 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on July 28, 2015, as amended by Amendment No. 1 filed on August 31, 2015, Amendment No. 2 filed on January 29, 2018, Amendment No. 3 filed on February 1, 2018, Amendment No. 4 filed on May 29, 2018 and Amendment No. 5 filed on July 9, 2018 (collectively with this Amendment No. 6, the “Schedule 13D”) with respect to the shares of common stock, 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 4.  Purpose of the Transaction.
Item 4 is hereby amended to add the following:
On July 12, 2018, BW LPG entered into an agreement with each of Baudoin Lorans, Ouma Sananikone and Jeffrey Schwarz (each, an “Independent Nominee”) with respect to his or her nomination by LPG Holding to stand for election to the Issuer’s Board of Directors and to be named in any proxy statement, consent solicitation statement or other materials that may be prepared by BW LPG, Euroholdings, LPG Holding or their respective affiliates in connection with the foregoing election (each such agreement, a “Nomination Agreement,” and together, the “Nomination Agreements”). Each Independent Nominee has also agreed, if elected, to serve as a director on the Issuer’s Board of Directors, and in that capacity to act in the best interests of the Issuer and its shareholders and to exercise his or her independent judgment in accordance with his or her fiduciary duties in all matters that come before the Issuer’s Board of Directors. Pursuant to the Nomination Agreements, BW LPG has agreed to pay certain out-of-pocket expenses incurred by each Independent Nominee in connection with his or her nomination for election to the Issuer’s Board of Directors, and subject to certain exceptions, to indemnify each Independent Nominee with respect to losses, claims and other costs and expenses to which such Independent Nominee may become subject or may incur arising out of the solicitation of proxies for the Independent Nominee’s election to the Issuer’s Board of Directors. The Independent Nominees will not be entitled to receive compensation from BW LPG for serving as nominees, for being elected to the Issuer’s Board of Directors or for service as directors on the Issuer’s Board of Directors. The foregoing description of the Nomination Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Nomination Agreement, which is attached as Exhibit 99.10 hereto and is incorporated by reference herein.
On July 16, 2018, LPG Holding timely delivered a letter (the “Notice Letter”) to the Issuer’s Secretary submitting notice of LPG Holding’s intention to nominate each Independent Nominee to stand for election to the Issuer’s Board of Directors at the Issuer’s 2018 Annual Meeting of Shareholders in accordance with Article III, Section 3 of the Bylaws of the Issuer adopted on July 1, 2013 (the “Bylaws”). The Notice Letter provided certain information regarding LPG Holding and each Independent Nominee in compliance with the requirements of Article III, Section 3 of the Bylaws.
On July 16, 2018, BW LPG issued a press release announcing that it had notified the Issuer of its intention to nominate each of the Independent Nominees to stand for election to the Issuer’s Board of Directors.
The election of the Independent Nominees to the Issuer’s Board of Directors would result in a change to the Issuer’s Board of Directors.
Each of the Reporting Persons is supportive of the nomination and election of each of the Independent Nominees to serve on the Issuer’s Board of Directors.
Item 7. Material To Be Filed as Exhibits
Item 7 of Schedule 13D is hereby amended to include the following exhibits:

Exhibit 99.10	Form of Nomination Agreement	
Exhibit 99.11	Notice of Intention to Nominate Persons for Election as Directors, dated July 12, 2018	
Exhibit 99.12	Press Release, dated July 16, 2018	

Cusip No. Y2106R110	SCHEDULE 13D	Page  8  of 8	
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: July 16, 2018

 	 	 
BW EUROHOLDINGS LIMITED
 
By: /s/ Billy Chiu    
Name: Billy Chiu
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

 
 
BW LPG LIMITED

By: /s/ Andreas Sohmen-Pao 
Name: Andreas Sohmen-Pao
Title: Authorized Signatory

 

BW LPG HOLDING LIMITED

By: /s/ Elaine Ong Yi Ling 
Name: Elaine Ong Yi Ling
Title: Authorized Signatory

 	 	 	

 
FORM OF NOMINATION AGREEMENT

Dear [Nominee]:

This letter agreement, dated July [•], 2018 (this “ Agreement ”), is with reference to your agreement to become a nominee (the “ Nominee ”) of BW Euroholdings Limited, a Cyprus company (“ BW Euroholdings ”), BW LPG Limited, a Bermuda limited company (“ BW LPG ”) and/or BW LPG Holding Limited (“ BW LPG Holding ” , and together with BW Euroholdings and BW LPG, “ BW ”), for election as an independent director of Dorian LPG Ltd., a Marshall Islands limited company (“ Dorian ”), if BW determines to seek to nominate one or more persons for election as directors on the Board of Directors of Dorian (the “ Board ”). If BW determines to proceed, it expects that it would solicit proxies for the election of one or more nominees (together with the Nominee, the “ Nominees ”) as directors of Dorian (collectively, the “ Proxy Contest ”) at the 2018 annual stockholders’ meeting of Dorian or any postponements or adjournments thereof (the “ Annual Meeting ”).
A.        Responsibilities of Nominee .
(a)       You agree (i) to be named as a Nominee in any and all materials prepared by BW in connection with the Proxy Contest, (ii) to provide true and complete information concerning, among other things, your ownership of securities of Dorian and BW and your background, experience, abilities and integrity, as may be reasonably requested from time to time by BW (including, without limitation, (A) all information provided in connection with any directors and officers questionnaire or other information request list (any such questionnaire or request, a “ Questionnaire ”) submitted by you or BW to Dorian in connection with the Proxy Contest and (B) all information required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the " Exchange Act ") to be disclosed in any proxy statement, consent solicitation statement or other materials prepared by BW in connection with the Proxy Contest (collectively, the “ Proxy Materials ”)), and not to omit information that is material, (iii) that your agreement to be a Nominee, and the information referred to in clause (ii) of this paragraph (a) may be disclosed by BW in the Proxy Materials or as otherwise required by applicable law, and (iv) if elected, to serve as a director of Dorian, and in that capacity to act in the best interests of Dorian and its stockholders and to exercise your independent judgment in accordance with your fiduciary duties in all matters that come before the Board. You represent that the information supplied to BW in any completed Questionnaire, in your response to any follow-up questions from BW and any related supplement provided by you (together, the “ Nominee Information ”) relating to your being a Nominee is true and complete and does not omit information that may be material. You agree that you will promptly provide BW with (x) any updates to (1) the information you have previously supplied to BW in order to satisfy your obligation under clause (a)(ii) of this Section A and (2) your representations and other information in the Nominee Information, and (y) such additional information as may reasonably be requested by BW in connection with your nomination for election to the Board.

 	
(b)       You agree not to purchase or sell any securities of Dorian, BW LPG, BW Group Limited or any of their respective direct or indirect subsidiaries during the Restricted Period (as defined below) without the prior written consent of BW.
(c)       The parties acknowledge and agree that you are not an employee or an agent or otherwise a representative of BW, that you are independent of, and not controlled by or acting at the direction of, BW, that, if elected, you will be acting as a director of Dorian, on behalf of Dorian and all of the stockholders of Dorian and will in no way be controlled by or acting at the direction of BW and that, as a result, there is, and can be, no agreement between you and BW that governs any decisions you may make as a member of the Board. You shall have no authority to act as an agent of BW and you shall not represent the contrary to any person.
B.        Responsibilities of BW . Notwithstanding anything in this Agreement to the contrary, BW is not obligated to nominate you to the Board or to commence or take any other action with respect to the Proxy Contest.
C.        Compensation . You shall not be entitled to any compensation from BW or any of its affiliates in connection with your service as a Nominee. You agree that if you are elected as a director of Dorian, you shall seek compensation, if any, for acting in such capacity solely from Dorian.
D.         Expenses . BW LPG agrees that for the period starting from the date of this Agreement and ending at the earlier of (x) your election to the Board (or if the election or qualification of members to the Board is contested on any grounds, such later date that such contest is resolved) and (y) the date you have been notified by BW that it will not commence the Proxy Contest or has abandoned the Proxy Contest or will not nominate you to the Board or has abandoned your nomination to the Board or that the requisite number of votes for your election to the Board has not been obtained (such period, the “ Restricted Period ”), BW LPG will (i) promptly reimburse you for all reasonable and documented, out-of-pocket expenses (including travel and lodging) incurred in the performance of your responsibilities as a Nominee, and (ii) directly pay for the reasonable legal fees and expenses incurred by one independent legal counsel selected collectively by and acting on behalf of all Nominees proposed by BW for election as independent directors of Dorian (the “ Independent Counsel ”). The foregoing right to reimbursement and payment shall be in addition to your rights of indemnification set forth in this Agreement. 
E.         Indemnification .
(a)       As a material inducement to you to become a Nominee, BW LPG hereby agrees to indemnify, defend and hold harmless you from and against any and all losses, claims and other costs and expenses, including, without limitation, all damages, liabilities, judgments, amounts paid or payable in settlement and other expenses (including reasonable fees and disbursements of counsel and costs of investigation) (collectively, “ Losses ”), to which you may become subject or which you may incur in connection with being made, or threatened with being made, a party or witness (or in any other capacity) to any proceeding at law or in equity or before any governmental agency or board or any other body whatsoever (whether arbitral, civil, criminal, trial, appeal, administrative, formal, informal, investigative or other), to the extent arising out of

2	

 	
the Proxy Contest or your being a Nominee (an “ Action ”), except to the extent that such Loss arises or results from a final determination by a court of competent jurisdiction of your willful misconduct or any untrue statement or omission made by you or made by BW in reliance upon and in conformity with information furnished by you expressly for use in the Proxy Materials, other filings that may be made in connection with the Proxy Contest, and any submissions of information that may be made in connection with the Proxy Context the public; it being understood that you are furnishing the Nominee Information, and any other information provided by you that is described in clause (a) of Section A, expressly for use in the Proxy Materials, other filings that may be made in connection with the Proxy Contest, and any submissions of information that may be made in connection with the Proxy Contest.
(b)       In the event of the commencement or threatened commencement of any Action in respect of which you may seek indemnification from BW LPG hereunder, you will give prompt written notice thereof to BW LPG; provided that the failure to so provide prompt notice shall not relieve BW LPG of its indemnification obligations hereunder except to the extent that BW LPG is materially prejudiced as a result thereof. BW LPG shall timely pay all fees and disbursements of the Independent Counsel for its representation of you and the other Nominees in respect of such Action; however, you shall have the right to retain separate counsel, provided, that you shall be responsible for the fees of such counsel and costs of such participation unless either (i) you and BW LPG mutually agree in writing to the retention of such counsel, or (ii) representation of you and other Nominees by the same counsel would be inappropriate due to a conflict of interest between you and them. BW LPG shall in no event be liable for any settlement by you of any such Action effected without the prior written consent of BW LPG, which consent shall not be unreasonably withheld, conditioned or delayed.
(c)        BW LPG shall not settle, without your prior written consent, any Action in any manner that would impose any penalty, obligation or limitation on you (other than monetary damages for which BW LPG agrees to be wholly responsible) or that would contain an acknowledgement of wrongdoing on your part.
(d)       Notwithstanding anything to the contrary, if BW LPG has made payments to you pursuant to the indemnification provisions hereof and you subsequently are reimbursed by a third party therefor, you will remit such subsequent reimbursement to BW LPG. 
(e)       For the avoidance of doubt, y our right of indemnification pursuant to this Section E shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof.
F.         General . Notices and other communications under this Agreement shall be in writing and delivered by an internationally-recognized expedited delivery courier with tracking capability, if mailed to you, then to the address set forth above under your name, and, if mailed to BW, then to the address indicated above in the letterhead. The failure of a party to insist upon strict adherence to any term contained herein shall not be deemed to be a waiver of such party’s rights thereafter to insist upon strict adherence to that term or to any other term contained herein. In the event that any one or more provisions of this Agreement are deemed to be invalid, illegal or unenforceable by a court of competent jurisdiction, then such provision(s) shall be deemed severed to the least extent possible without affecting the validity, legality and enforceability of

3	

 	
the remainder of this Agreement. This Agreement (i) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction; (ii) contains the entire understanding of the parties with respect to the subject matter contained herein and may not be modified or amended except by mutual written consent; (iii) shall not be assignable, in whole or in part, by either party without the prior written consent of the other party, except that BW may, in its sole discretion, assign any or all of its rights, interests or obligations hereunder to Dorian; (iv) shall inure to the benefit of and be binding upon the parties and their respective heirs, representatives, successors, and assigns; and (v) may be executed in counterparts and delivered by facsimile signatures.
If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement.
 
Signature Pages Follow
4	

 	
 
Very truly yours,	
 	
BW LPG Limited	
 	
By	 	
 	Name:	 	
 	Title:	 	

Signature Page to Nomination Agreement

 	
Accepted and agreed to:

By	 	
 	Name:	 	
 
Signature Page to Nomination Agreement

Cede & Co.
c/o The Depository Trust Company
55 Water Street
New York, NY 10041
 
July 12, 2018
 
Dorian LPG Ltd.
c/o Dorian LPG (USA) LLC
27 Signal Road
Stamford, CT 06902
 
Attn: Secretary
 
To Whom It May Concern:
Cede & Co., the nominee of The Depository Trust Company (“DTC”), is a holder of record of shares of common stock of Dorian LPG Ltd. (the “Company”). DTC is informed by its participant, Citibank, N.A. (“Participant”), that as of July 9, 2018, 100 of such shares (the “Shares”) credited to Participant’s DTC account were beneficially owned by BW LPG Holding Limited (“BW LPG Holding”).
 
At the request of Participant, on behalf of BW LPG Holding, Cede & Co., as holder of record of the Shares, hereby delivers the attached Notice of Intention to Nominate Persons for Election as Directors at the next annual meeting of shareholders of the Company (including any postponement or adjournment thereof), as set forth in the accompanying letter of BW LPG Holding.
 
Any correspondence related to this letter or any matter addressed herein should be addressed to each of Benet O’Reilly (boreilly@cgsh.com) and Neil Markel (nmarkel@cgsh.com), Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, and Paul Schulman (pschulman@mackenziepartners.com), MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016.
 
While Cede & Co. is submitting the attached Notice of Intention to Nominate Persons for Election as Directors referred to herein as the stockholder of record of the Shares, it does so at the request of Participant and only as a nominal party for the true party in interest, BW LPG Holding. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that BW LPG Holding is not denied its rights as the beneficial owner of the Shares, and Cede & Co. assumes no further responsibility for this matter.
 
Sincerely,
 
Cede & Co.
 
/s/ Robert Hensey
Robert Hensey
Partner

 

 

 
 
July 12, 2018
 
BY HAND DELIVERY, FEDEX AND E-MAIL

Dorian LPG Ltd.
c/o Dorian LPG (USA) LLC
27 Signal Road
Stamford, CT 06902
 
Attn: Secretary
 	 	
	Re:	Notice of Intention to Nominate Persons for Election as Directors	
 
To Whom It May Concern:
BW LPG Holding Limited (“ BW LPG Holding ”), a wholly owned subsidiary of BW LPG Limited (“ BW LPG” ), owns 100 shares (the “ BW LPG Holding Shares ”) of common stock, $0.01 par value per share (the “ Common Stock ”), of Dorian LPG Ltd., a Marshall Islands limited company (the “ Company ”). As of July 9, 2018, Cede & Co. (“ Cede ”, and together with BW LPG Holding acting as the beneficial owner of the shares held on record by Cede, the “ Shareholder ”) was the record owner of all such BW LPG Holding Shares. A statement of holding confirming the Shareholder’s ownership of 100 shares of Common Stock as of July 9, 2018 is attached hereto as Exhibit A . On July 11, 2018, BW LPG Holding’s broker initiated a withdrawal of 50 of such BW LPG Holding Shares from the custody of The Depository Trust Company, with such 50 BW LPG Holding Shares to be held by BW LPG Holding as record holder following the completion of such withdrawal. BW Euroholdings Limited (“ Euroholdings ”), a wholly owned subsidiary of BW Group Limited (“ BW Group ”), additionally owns 7,826,460 shares (the “ Euroholdings Shares ”) of Common Stock of the Company. BW Group, as the owner of approximately 45% of BW LPG as of the date hereof, may be deemed to beneficially own the BW LPG Holding Shares and the Euroholdings Shares. The Sohmen Family Foundation, as the owner of 93.25% of BW Group, may also be deemed to beneficially own the BW LPG Holding Shares and the Euroholdings Shares.
The name and address, as they appear on the Company’s stock transfer books, of Cede is: Cede & Co., c/o The Depository Trust Company, 55 Water Street, New York, NY 10041 and the U.S. federal tax identification number for Cede is 13-2555119. The name and address of BW LPG Holding is: BW LPG Holding Limited, Mapletree Business City, #17-02, 10 Pasir Panjang Road, Singapore 117438 and the U.S. federal tax identification number for BW LPG Holding is 98-1248842.

 

Dorian LPG Ltd.
July 12, 2018
Page 2

The Shareholder hereby submits notice of its intention to propose the nomination of directors at the next annual meeting of shareholders of the Company (including any postponement or adjournment thereof) (the “ Annual Meeting ”) in accordance with Section 3 of Article III of the Bylaws of the Company adopted on July 1, 2013 (the “ Company Bylaws ”).
The Shareholder, as the shareholder of the Company giving this notice, represents to the Company that it intends to appear in person (through its representatives) or by proxy at the Annual Meeting to bring the nominations set forth below before the Annual Meeting.
In accordance with Section 3 of Article III of the Company Bylaws, we are hereby notifying you that we intend to nominate each of Baudoin Lorans, Ouma Sananikone and Jeffrey Schwarz (each a “ Nominee ”, and together, the “ Nominees ”) for election as Class II Directors of the Company at the Annual Meeting. Each of the Nominees has agreed to be nominated by the Shareholder for election to the Board of Directors of the Company, to be named in any appropriate proxy statement and form of proxy and to serve as a Director, if elected. If the Nominees are elected, they intend to discharge their duties as Directors of the Company consistent with all applicable legal requirements, including the fiduciary obligations imposed upon corporate directors. If elected, each Nominee would serve as a Class II Director until the Company’s annual meeting in 2021.
We are nominating the Nominees as Directors of the Company because we seek to provide the Company’s shareholders with the opportunity to elect new independent Directors.
We do not expect that any of the Nominees will be unable to stand for election, but, in the event any Nominee is unable to serve or for good cause will not serve, we reserve the right to nominate substitute nominee(s) for election as Directors at the Annual Meeting, to the extent this is not prohibited under the Company Bylaws and applicable law. In addition, we reserve the right to nominate substitute nominee(s) if the Company makes or announces any changes to the Company Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under the Company Bylaws and applicable law. Based on public information and the Company’s filings with the Securities and Exchange Commission through the date of this notice, we anticipate that three persons will be elected as Class II Directors at the Annual Meeting. In the event that for any reason additional persons are to be elected at the Annual Meeting, we reserve the right to propose additional nominees for election to fill such positions.
Exhibit B hereto sets forth such additional information relating to the Shareholder as the shareholder giving this notice that is required by Section 3 of Article III of the Company Bylaws, including information relating to the Shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors (as defined in the Company Bylaws) by rules and regulations applicable to the Company.

 

Dorian LPG Ltd.
July 12, 2018
Page 3

Exhibit C hereto sets forth such additional information relating to each of the Nominees that is required by Section 3 of Article III of the Company Bylaws, including (a) information relating to each such Nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors (as defined in the Company Bylaws) by rules and regulations applicable to the Company and (b) the written consent of each Nominee to be named in the proxy statement as a nominee and to serve as a Director if elected.
* * * * *
If this notice shall be deemed for any reason to be ineffective with respect to the nomination of any of the Nominees, or if any of the Nominees shall be unable to serve as Director of the Company for any reason, this notice of nomination shall nevertheless continue to be effective with respect to the nomination of any other Nominees and as to any replacement nominees we select.
By submitting this notice, the Shareholder does not concede the validity of any aspect of the Company Bylaws, and the Shareholder expressly reserves the right to challenge the Company Bylaws, any other requirements that the Company, the chairman of the Annual Meeting or any of their respective representatives may attempt to impose on the Nominees, the Shareholder or any of its affiliates, the Annual Meeting or the voting process, and any interpretation or application thereof by the Company, the chairman of the Annual Meeting or any of their respective representatives.
Any confidential information contained herein, including in any exhibit hereto, shall be kept confidential by the Company and its representatives and shall not be disclosed by the Company or any of its representatives, except to the extent such disclosure is required pursuant to applicable law.
The information included herein, including any exhibit hereto, is accurate to BW LPG Holding’s knowledge as of the date hereof. BW LPG Holding reserves the rights to amend or supplement this information, although it shall have no obligation to do so unless required by applicable law.
Unless the context otherwise requires, capitalized terms used but not defined in any exhibit or appendix hereto shall have the respective meanings ascribed to such terms in this letter.

 

Dorian LPG Ltd.
July 12, 2018
Page 4

We request written notice as soon as possible of any alleged defect in this notice of intent to nominate so that there is an adequate opportunity to address any such alleged defect in a timely fashion and reserve the right, following the receipt of any such notice, to either challenge, or attempt as soon as practicable to cure, such alleged defect. Any correspondence related to this letter or any matter addressed herein should be addressed to each of Benet O’Reilly (boreilly@cgsh.com) and Neil Markel (nmarkel@cgsh.com), Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006, and Paul Schulman (pschulman@mackenziepartners.com), MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016.
[ Signature page follows ]

Very truly yours,
 
BW LPG HOLDING LIMITED	

 	
By:  /s/ Nicholas Fell              	
Name: Nicholas Fell	
Title:   Authorized Signatory	

Attachments (Exhibits A, B and C)

 

 
[Exhibits and Appendices Intentionally Omitted]

BW LPG to Nominate Three Independent, Highly Qualified Director Candidates
to Stand for Election at Dorian’s 2018 Annual Meeting
 
Compelling Merger Proposal Warrants Engagement
 
Urges Dorian Shareholders to Vote the WHITE Proxy Card
 
OSLO – July 16, 2018 – BW LPG Limited (“BW LPG”, the “Company”, OSE ticker code “BWLPG”) today announced that it has notified Dorian LPG (“Dorian”) (NYSE: LPG) of its intention to nominate three independent, highly qualified individuals to stand for election to Dorian’s Board of Directors (the “Board”) at Dorian’s 2018 Annual Meeting of Shareholders.
 
BW LPG intends to file a proxy statement with the Securities and Exchange Commission (the “SEC”), accompanied by a WHITE proxy card, in connection with Dorian’s 2018 Annual Meeting.
 
On May 29, 2018, BW LPG proposed to combine with Dorian in an all-stock transaction, under which Dorian shareholders would have received 2.05 BW LPG shares for each Dorian share. On July 9, 2018, BW LPG increased its all-stock proposal to combine with Dorian, under which Dorian shareholders would receive 2.12 BW LPG shares for each Dorian share. Based on BW LPG’s current price of NOK 34.06 per share and an NOK/USD exchange rate of 8.13 as of July 13, 2018, BW LPG’s proposal to combine with Dorian values each Dorian share at USD $8.88 per share, representing a 28% premium to Dorian’s unaffected share price of USD $6.96 as of May 25, 2018, the last trading day prior to the announcement of BW LPG’s initial proposal, and a premium of 19% to the long-term historical exchange ratio of Dorian and BW LPG since Dorian’s IPO.
 
BW LPG Chief Executive Officer, Martin Ackermann, said, “We are nominating three independent, highly qualified directors who each have a proven track record and have expressed their commitment to act in the best interest of all Dorian shareholders. Since announcing our proposal to combine with Dorian, the feedback we have received from a significant percentage of Dorian’s shareholders has been overwhelmingly positive, including a recent public letter of support from SEACOR Holdings, one of Dorian’s largest shareholders. We have been clear that our preference is to engage in meaningful discussions with Dorian regarding our proposed combination and we remain ready to do so. Due to Dorian’s continued refusal to engage meaningfully with us on a proposed combination, we have decided to go directly to shareholders with our director nominees. We urge all Dorian shareholders to make their voices heard by voting to elect directors who are open to exploring opportunities to maximize value.”
 
BW LPG’s nominees to the Dorian Board are:
 
	·	Baudoin Lorans is a private equity investor, currently serving as Senior Advisor to Presidio Investors, a private equity firm based in San Francisco. Previously, Mr. Lorans was with Caisse de Dépôt et Placement du Québec (CDPQ) where he co-led the firm’s direct private equity investment activity in the United States and Latin America. Prior to joining CDPQ, Mr. Lorans served as Managing Director of One Point Capital Management, having previously worked with Rhône Group LLC and started his career in the mergers and acquisitions group of Merrill Lynch. Mr. Lorans has served as a director on the board of numerous privately-held companies, including TVS Logistics Services Limited, MyEyeDr., Rexair Holdings, as well as a board observer of SPIE SA. He graduated magna cum laude from Brown University with a BA in History and East Asian Studies.	
 
	·	Ouma Sananikone is an experienced senior investment executive and board member with broad international experience. She currently serves as a non-executive director of Macquarie Infrastructure Corporation. Previously, Ms. Sananikone served as Chairman of Smarte Carte and EvolutionMedia and acted as Australian Financial Services Fellow for the United States on behalf of Invest Australia. In addition, she also served as a non-executive director of Icon Property Parking Ltd., the Caisse de Depot et Placement de Quebec, Air-Serve Holdings, Moto Hospitality Ltd, State Super Corporation of NSW and Babcock and Brown Direct Investment Fund. Earlier in	

 	
her career, Ms. Sananikone served as CEO of Aberdeen Asset Management (Australia) LTD, a division of Aberdeen Asset Management PLC, CEO of the EquitiLink Group and as a Managing Director of BNP Investment Management. Ms. Sananikone received a BA in Economics and Political Sciences from the Australian National University and a Master of Commerce in Economics from the University of New South Wales. She is a recipient of the Centenary Medal from the Australian Government for services to the Australian finance industry.
 
	·	Jeffrey Schwarz was the co-founder of Metropolitan Capital Advisors, Inc., a New York-based money management firm founded in 1992. Mr. Schwarz served as Metropolitan’s Chief Investment Officer from the firm’s inception until his retirement in 2012. Since 2012, Mr. Schwarz has served as the Managing Member of Metropolitan Capital Partners V LLC, the investment vehicle of the Schwarz family office. The Metropolitan entities were and remain active investors in the shipping and hydrocarbon logistics sectors as well as being champions of best practices in corporate governance. Mr. Schwarz is the chairman of the board of directors of HL Acquisitions Corporation and the co-chairman of the board of directors of each of Bogen Communications International Inc. and Bogen Corporation. Previously, Mr. Schwarz served as a director of Aurora Funds Management Ltd. and as the chairman of the board of directors of Molopo Energy Ltd. Mr. Schwarz received a BS in Economics (Summa Cum Laude) and an MBA from the Wharton School of the University of Pennsylvania.	
 
Citigroup Global Markets Inc. is acting as financial advisor to BW LPG and Cleary Gottlieb Steen & Hamilton LLP and Advokatfirmaet Thommessen AS are acting as legal advisors.
 
About BW LPG
 
BW LPG is the world's leading owner and operator of LPG vessels, owning and operating Very Large Gas Carriers (VLGC) and Large Gas Carriers (LGC) with a total carrying capacity of over 4 million cbm. With four decades of operating experience in LPG shipping and experienced seafarers and staff, BW LPG offers a flexible and reliable service to customers. More information about BW LPG can be found at www.bwlpg.com.
 
BW LPG is associated with BW Group, one of the world's leading shipping groups. BW's fleet of over 180 vessels includes oil tankers, LNG and LPG carriers, floating storage and regasification (FSRU) units, chemical tankers, dry cargo carriers and floating production storage and offloading (FPSO) units.
 
This information is subject to disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements relating to the solicitation of proxies of Dorian’s shareholders in connection with the nomination of Baudoin Lorans, Ouma Sananikone and Jeffrey Schwarz and regarding BW LPG’s proposed business combination transaction with Dorian (including the benefits, results, effects and timing of a transaction), all statements regarding BW LPG’s (and BW LPG’s and Dorian’s combined) expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” “upside,” and other similar expressions.
 
Statements in this press release concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses or other financial items, and product or services line growth of BW LPG (and the combined businesses of BW LPG and Dorian), together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of

 	
BW LPG based upon currently available information. Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from BW LPG’s expectations as a result of a variety of factors, including, without limitation, those discussed below. The forward–looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in BW LPG’s records and other data available from unrelated parties.
 
Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which BW LPG is unable to predict or control, that may cause BW LPG’s actual results, performance or plans with respect to Dorian to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in BW LPG’s filings with the Oslo Bors contained on BW LPG’s website.
 
Risks and uncertainties related to the proposed transaction with Dorian include, but are not limited to, uncertainty as to whether BW LPG will further pursue, enter into or consummate the transaction on the terms set forth in the proposal or on other terms, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction, uncertainties as to the timing of the transaction, adverse effects on BW LPG’s stock price resulting from the announcement or consummation of the transaction or any failure to complete the transaction, competitive responses to the announcement or consummation of the transaction, the risk that regulatory or other approvals required for the consummation of the transaction are not obtained or are obtained subject to terms and conditions that are not anticipated, costs and difficulties related to the integration of Dorian’s businesses and operations with BW LPG's businesses and operations, the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, unexpected costs, liabilities, charges or expenses resulting from the transaction, litigation relating to the transaction, the inability to retain key personnel, and any changes in general economic and/or industry specific conditions.
 
Many of these factors are beyond BW LPG’s control. BW LPG cautions investors that any forward-looking statements made by BW LPG are not guarantees of future performance. BW LPG disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.
 
Additional Information
 
This press release is provided for informational purposes only and does not constitute an offer to purchase or sell or the solicitation of an offer to purchase or sell any securities. In connection with the solicitation of proxies for Dorian’s 2018 Annual Meeting of Shareholders (including any adjournment or postponement thereof and any meeting of Dorian’s stockholders that may be called in lieu thereof, the “Annual Meeting”), BW LPG intends to file a proxy statement on Schedule 14A (the “BW LPG Proxy Statement”) and accompanying WHITE proxy card with the SEC. Subject to future developments, BW LPG may file a registration statement and/or exchange offer documents with the SEC in connection with a possible business combination transaction with Dorian. Investors and security holders of BW LPG and Dorian are urged to read the BW LPG Proxy Statement and any registration statement(s), exchange offer document(s), and other documents filed with the SEC carefully in their entirety if and when they become available as they will contain important information about the Annual Meeting and/or any proposed transaction. When completed, the BW LPG Proxy Statement and accompanying WHITE proxy card will be mailed to stockholders of Dorian. Investors and security holders will be able to obtain copies of the BW LPG Proxy Statement (if and when available), without charge, at the SEC’s website, http://www.sec.gov.
 
Participants in Solicitation
 
BW Group Limited, BW Euroholdings Limited, BW LPG and certain of their respective directors and executive officers and the individuals nominated by BW LPG for election to Dorian’s Board of Directors may be deemed to be participants in any solicitation of proxies from Dorian’s stockholders in connection

 	
with the Annual Meeting and/or the proposed transaction, as applicable, under the rules of the SEC. Information about the participants, including a description of their direct and indirect interests, by security holdings or otherwise, will be available in the BW LPG Proxy Statement. You can obtain free copies of these documents from BW LPG’s investor relations department or MacKenzie Partners, Inc., BW LPG’s proxy solicitor. Investors may obtain additional information regarding the interest of such participants by reading the BW LPG Proxy Statement if and when it becomes available.
 
Investor Contacts:
 
BW LPG
Elaine Ong, CPA, CA
Chief Financial Officer
BW LPG Limited
Tel: +65 6705 5506
 
MacKenzie Partners, Inc.
Paul R. Schulman / David Whissel / Bob Marese
Tel: +1 212-929-5364

Media Contacts:
 
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Andrew Siegel / Matthew Gross
Tel: +1 212-355-4449