Amendment: SEC Form SC 13D/A filed by Navigator Holdings Ltd.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Navigator Holdings Ltd.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y62132108

(CUSIP Number)

Nicholas 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)

June 12, 2024

(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(b) for other parties to whom copies are to be sent.

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 (“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).

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by BW Group Limited (“BWG”), with respect to the shares of common stock, par value $0.01 per share (the “Common Shares”), of Navigator Holdings Ltd., a Marshall Islands corporation (the “Issuer”), whose principal executive offices are located at c/o NGT Services (UK) Ltd, 10 Bressenden Place, London, SW1E 5DH, United Kingdom.

This Amendment No. 2 amends and supplements the statement on the Schedule 13D originally filed by BWG with the Securities and Exchange Commission (the “SEC”) on December 28, 2020 (the “Original Schedule 13D”), and amended by Amendment No. 1, filed with the SEC on August 18, 2021 (collectively with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D. Except as otherwise stated in this Amendment No. 2, the Original Schedule 13D, as amended, remains in full force and effect.

Item 2. Identity and Background.

Item 2 of the Schedule 13D, including Schedule A, is hereby amended and supplemented as follows:

The registered office of BWG is Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda.

Set forth in Schedule A to this Schedule 13D are the name, business address and present principal occupation or employment and citizenship of each director and executive officer of BWG, which is incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented as follows:

The response to Item 6 of this Amendment No. 2 is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented by adding the following information:

Secondary Offering

On June 12, 2024, in connection with a registered public secondary offering in the United States (the “Public Offering”), BWG entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among BWG, the Issuer, and Citigroup Global Markets Inc. and DNB Markets, Inc. (together, the “Underwriters”) for the sale by BWG of 7,000,000 Common Shares (the “Public Shares”) to the Underwriters at a price of $14.52 per share, or $101,640,000 in aggregate proceeds to BWG before expenses. The closing of the sale of the Public Shares by BWG to the Underwriters pursuant to the Underwriting Agreement occurred on June 13, 2024.

In addition, subject to the completion of the Public Offering and pursuant to the Underwriting Agreement, the Issuer repurchased an aggregate of 3,500,000 Common Shares from the Underwriters at the same price per share as the Underwriters purchased the Common Shares from BWG (the “Share Repurchase”).

In connection with the execution of the Underwriting Agreement, BWG agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition by BWG of any Common Shares or securities convertible into, or exchangeable or exercisable for, Common Shares, during a 90-day period ending on September 10, 2024, without prior written consent from the Underwriters.

The foregoing descriptions of the Underwriting Agreement does not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, which is included as an exhibit to this Amendment No. 2 and incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits.

Item 7 is hereby amended and supplemented as follows:

The following documents are filed as exhibits to this Schedule 13D:

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE A

Directors and Executive Officers of BW Group Limited