John C. Hadjipateras - Jun 23, 2021 Form 4 Insider Report for DORIAN LPG LTD. (LPG)

Role: President and CEO, Director, 10%+ Owner
Signature: By: /s/ John C. Hadjipateras
Stock symbol: LPG
Transactions as of: Jun 23, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/25/2021, 04:07 PM
Previous filing: Jun 17, 2021
Next filing: Aug 9, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	LPG	Common Shares, $0.01 par value per share						1.87M	Jun 23, 2021	Direct
holding	LPG	Common Shares, $0.01 par value per share						125K	Jun 23, 2021	By Spouse
holding	LPG	Common Shares, $0.01 par value per share						20.7K	Jun 23, 2021	By Trust
holding	LPG	Common Shares, $0.01 par value per share						6.25K	Jun 23, 2021	By member of the household

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LPG	Forward Sale Contract (obligation to sell)	Other		+400K			400K	Jun 23, 2021	Common Stock, par value $0.01 per share	400K		Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On June 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 $4,560,960.00. 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 June 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 $12.0190 (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 $16.9680 (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.