John C. Hadjipateras - Feb 24, 2022 Form 4 Insider Report for DORIAN LPG LTD. (LPG)

Signature
By: /s/ John C. Hadjipateras
Stock symbol
LPG
Transactions as of
Feb 24, 2022
Transactions value $
$0
Form type
4
Date filed
3/9/2022, 03:05 PM
Previous filing
Feb 23, 2022
Next filing
Mar 16, 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 -69.7K -3.61% $0.00 1.86M Feb 24, 2022 Direct
transaction LPG Common Shares, $0.01 par value per share Other $0 -65.4K -3.51% $0.00 1.8M Mar 1, 2022 Direct
transaction LPG Common Shares, $0.01 par value per share Other $0 -61.9K -3.44% $0.00 1.74M Mar 4, 2022 Direct
holding LPG Common Shares, $0.01 par value per share 125K Feb 24, 2022 By Spouse
holding LPG Common Shares, $0.01 par value per share 20.7K Feb 24, 2022 By Trust
holding LPG Common Shares, $0.01 par value per share 6.25K Feb 24, 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 -33.33% 160K Feb 24, 2022 Common Stock, par value $0.01 per share 69.7K Direct F1, F2, F3, F4, F5
transaction LPG Forward Sale Contract (obligation to sell) Other -80K -50% 80K Mar 1, 2022 Common Stock, par value $0.01 per share 65.4K Direct F1, F2, F3, F4, F5
transaction LPG Forward Sale Contract (obligation to sell) Other -80K -100% 0 Mar 4, 2022 Common Stock, par value $0.01 per share 61.9K Direct F1, F2, F3, F4, F5
* 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.
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.