UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Dorian LPG Ltd.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y2106R110
(CUSIP Number)
January 7, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. Y2106R110 |
| 1. | Names of Reporting Persons
HNA Investment Management LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
6,438,281* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
6,438,281* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,438,281 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)**
11.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
IA | |||||
| * | Comprises shares to which HNA Investment Management LLC has been given sole voting and dispositive power, as discussed below. |
| ** | This calculation is based on 57,410,962 shares of common stock, par value $0.01 per share, outstanding as of December 7, 2015, as reported by the Issuer in its Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 7, 2015. |
Preliminary Note
This Amendment No. 1 to Schedule 13G (“Amendment No.1”) amends and supplements the statement on Schedule 13G originally filed with the Securities and Exchange Commission on October 22, 2015 (the “Original Schedule 13G”) by HNA Investment Management LLC (the “Manager”), relating to shares of common stock, par value $0.01 per share (“Common Stock”) of Dorian LPG Ltd., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Issuer”) as set forth below. Except as otherwise specified in Amendment No.1, all items in the Original Schedule 13G are unchanged. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13G.
| Item 1. | ||||
| (a) | Name of Issuer | |||
| Dorian LPG Ltd. | ||||
| (b) | Address of Issuer’s Principal Executive Offices
c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, CT 06878 | |||
| Item 2. | ||||
| (a) | Name of Person(s) Filing
HNA Investment Management LLC | |||
| (b) | Address of Principal Business Office or, if none, Residence
1180 Avenue of the Americas, Suite 1910 New York, NY 10036 | |||
| (c) | Citizenship
Delaware | |||
| (d) | Title of Class of Securities
common stock, par value $0.01 per share | |||
| (e) | CUSIP Number
Y2106R110 | |||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable | |||
| Item 4. | Ownership | |||
| (a) | Amount Beneficially Owned: 6,438,281 |
| (b) | Percent of Class: 11.2%, based on 57,410,962 shares of Common Stock, outstanding as of December 7, 2015, as reported by the Issuer in its Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 7, 2015. Among the shares reported hereby, 5,025,583 shares are owned directly by Sino Energy Holdings LLC (“Sino Energy”), a Delaware limited liability company, and 1,412,698 shares are owned directly by HNA Logistics LP (“HNA Logistics”), a Delaware limited partnership. Each of Sino Energy, HNA Logistics and the general partner of HNA Logistics has contractually delegated all authority to acquire, vote and dispose of the Common Stock to the Manager and thereby fully transferred to the Manager its beneficial ownership of the Common Stock. Each of Sino Energy and the general partner of HNA Logistics is a controlled affiliate of HNA Group Co., Ltd., a holding company, based in Haikou and Beijing, China, whose diversified |
| businesses span airport services, air transportation, real estate, hospitality, travel services, retail, financial services, media, information technology, logistics and transportation, for which the Manager manages the investments in U.S. public and private companies. |
| (c) | Number of shares as to which each person has: |
(i) Sole power to direct the vote: 6,438,281
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 6,438,281
(iv) Shared power to dispose or direct the disposition of: 0
| Item 5. | Ownership of Five Percent or Less of a Class | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | ||
| Not applicable. | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |
| Sino Energy has the right to receive or the power to direct the receipt of all dividends from, or the proceeds from the sale of, the shares of Common Stock directly owned by it. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group | |
| Not applicable. | ||
| Item 10. | Certification | |
| (c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
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.
Dated: January 8, 2016
| HNA INVESTMENT MANAGEMENT LLC | ||
| By: |
/s/ Enrico Marini Fichera | |
| Name: |
Enrico Marini Fichera | |
| Title: |
Manager | |