John C. Hadjipateras - Feb 18, 2022 Form 4 Insider Report for DORIAN LPG LTD. (LPG)

Signature
By: /s/ John C. Hadjipateras
Stock symbol
LPG
Transactions as of
Feb 18, 2022
Transactions value $
$0
Form type
4
Date filed
2/23/2022, 04:11 PM
Previous filing
Aug 9, 2021
Next filing
Mar 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LPG Common Shares, $0.01 par value per share Other $0 -69K -3.45% $0.00 1.93M Feb 18, 2022 Direct
holding LPG Common Shares, $0.01 par value per share 125K Feb 18, 2022 By Spouse
holding LPG Common Shares, $0.01 par value per share 20.7K Feb 18, 2022 By Trust
holding LPG Common Shares, $0.01 par value per share 6.25K Feb 18, 2022 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 -80K -25% 240K Feb 18, 2022 Common Stock, par value $0.01 per share 69K 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 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. The Reporting Person elected cash settlement in connection with the 80,000 Common Shares subject to the February 11, 2022 valuation date under the Agreement and delivered 69,008 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 16, 2021 valuation date pursuant to the terms of the Agreement. The 69,008 Common Shares were settled on February 18, 2022.
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.