| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/03/2015 | 3. Issuer Name and Ticker or Trading Symbol Pangaea Logistics Solutions Ltd. [ PANL ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,099,304 | I | See footnotes(1)(6) |
| Common Stock | 1,669,492 | I | See footnotes(2)(6) |
| Common Stock | 1,658,620 | I | See footnotes(3)(6) |
| Common Stock | 1,555,334 | I | See footnotes(4)(6) |
| Common Stock | 1,555,307 | I | See footnotes(5)(6)(7) |
| Common Stock | 7,538,057 | I | See footnote(8) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Shares are held directly by Imfinno, L.P., a Delaware limited partnership ("Imfinno"). |
| 2. Shares are held directly by Malemod, L.P., a Delaware limited partnership ("Malemod"). |
| 3. Shares are held directly by Nypsun, L.P., a Delaware limited partnership ("Nypsun"). |
| 4. Shares are held directly by Leggonly, L.P., a Delaware limited partnership ("Leggonly"). |
| 5. Shares are held directly by Pangaea One Parallel Fund (B), L.P., a Delaware limited partnership ("Pangaea Parallel (B)"). |
| 6. Pangaea One GP, LLC, a Delaware limited liability company ("Pangaea LLC"), is the general partner of Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B). Pangaea One Holding, LLC, a Delaware limited liability company ("Pangaea One LLC") is the controlling owner of Pangaea LLC. Cartesian Capital Group Holding, LLC, a Delaware limited liability company ("Cartesian") is the controlling owner of Pangaea One LLC. Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel (B), Pangaea LLC, Pangaea One LLC and Cartesian are collectively referred to herein as the "Pangaea Entities" and, together with Peter Yu, the "Pangaea Reporting Persons." |
| 7. Each of Pangaea One LLC, Pangaea LLC, Cartesian and Mr. Yu disclaim beneficial ownership of any shares of Common Stock of Pangaea Logistics Solutions Ltd. (the "Issuer") held by Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B), except to the extent of its pecuniary interest in such shares of Common Stock and this report shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") or otherwise, any of Pangaea One LLC, Pangaea LLC, Cartesian or Mr. Yu is the beneficial owner of these securities. Information with respect to each of the Pangaea Reporting Persons is given solely by such Pangaea Reporting Person, and no Pangaea Reporting Person has responsibility for the accuracy or completeness of information supplied by another Pangaea Reporting Person. |
| 8. Peter Yu is a member of the Board of Directors of the Issuer and is a managing member of each of Pangaea LLC, Pangaea One LLC and Cartesian. As such, Mr. Yu may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Exchange Act) in an indeterminate portion of the securities reported as beneficially owned by the Pangaea Entities. Mr. Yu disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Mr. Yu is the beneficial owner of such securities for Section 16 of the Exchange Act or any other purpose. |
| Remarks: |
| Exhibit List: Exhibit 99.1 - Joint Filer Information and Signature |
| /s/ Peter Yu, Managing Member | 06/26/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
