SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Pangaea Logistics Solutions Ltd. [ PANL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2016 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Share $0.0001 Par Value | 13,991,509 | I | see footnotes(1)(2)(3)(4)(5)(6) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | 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. The 13,991,509 shares of Common Stock are held directly as follows: (i) 1,099,304 shares of Common Stock held directly by Imfinno, L.P.,a Delaware limited partnership ("Imfinno"); (ii) 1,669,492 shares of Common Stock held directly by Malemod, L.P., a Delaware limited partnership ("Malemod"); (iii) 1,658,620 shares of Common Stock held directly by Nypsun, L.P., a Delaware limited partnership ("Nypsun"); (iv) 1,555,334 shares of Common Stock held directly by Leggonly, L.P., a Delaware limited partnership ("Leggonly"); (v) 1,555,307 shares of Common Stock held directly by Pangaea One Parallel Fund (B), L.P., a Delaware limited partnership ("Pangaea Parallel (B)"); (vi) 3,297,254 shares of Common Stock held directly by Pangaea One (Cayman), L.P. ("Pangaea Cayman"); (vii) 3,081,156 shares of Common Stock held directly by Pangaea One Parallel Fund, L.P. ("Pangaea Parallel") and (viii) 75,042 Common Shares held directly by Pangaea Acquisition. |
| 2. Pangaea One, L.P., a Delaware limited partnership ("Pangaea One"), Pangaea Parallel (B), Pangaea Cayman and Pangaea Parallel directly own Pangaea Acquisition. Pangaea One GP, LLC, a Delaware limited liability company ("Pangaea LLC") is the general partner of Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel (B), and Pangaea One. Pangaea One GP (Cayman), L.P., a Cayman Islands company ("PGP LP") is the general partner of Pangaea Cayman. Pangaea One GP (Cayman), Co., a Cayman Islands company ("PGP Co") is the general partner of PGP LP. |
| 3. Footnote 4 Continued : Pangaea One Holding, LLC, a Delaware limited liability company ("Pangaea One LLC") is the managing member of Pangaea LLC and PGP Co. Pangaea One GP2 (Cayman), L.P., a Cayman Islands limited partnership ("PGP2 LP") is the general partner of Pangaea Parallel. Pangaea One GP2 (Cayman), Co., a Cayman Islands company ("PGPs Co") is the general partner of PGP2 LP. Cartesian Capital Group, LLC, a Delaware limited liability company ("Cartesian") is the managing member of Pangaea One LLC and PGP2 Co. |
| 4. Cartesian, Pangaea One LLC, Pangaea Cayman, Pangaea Parallel, PGP LP, PGP Co, PGP2 LP, and PGP2 Co. are collectively referred to herein as the "Pangaea Entities" and, together with Peter Yu, the "Pangaea Reporting Persons." Each Pangaea Entity disclaims beneficial ownership with respect to any shares of Common Stock of Pangaea Logistics Solutions Ltd. (the "Issuer"), 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 Section1 6 of the Securities Exchange Act of 1934 (as amended, the "Exchange Act") or otherwise, any of the Pangaea Reporting Persons is the beneficial owner of these securities. Information with respect to each of the Pangaea Reporting Persons is given solely by such Reporting Person, and no Pangaea Reporting Person has responsibility for the accuracy or completeness of the information supplied by another Pangaea Reporting Person. |
| 5. Peter Yu is a member of the Board of Directors of the Issuer and is a managing member or director of each of Cartesian, Pangaea One LLC, PGP LP, PGP Co, PGP2 LP and PGP Co. 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 direct pecuniary interest therein and this report shall not be deemed an admission that Mr. Yu is the beneficial owner of any such securities for Section 16 of the Exchange Act or any other purposes. |
| 6. Due to the limitation on the number of filers that can report on a single Form 4, Pangaea Parallel (B), Pangaea One GP, Pangaea One and Pangaea Acquisition have filed a separate Form 4 on the date hereof reporting indirect beneficial ownership over the shares of Common Stock acquired by Pangaea Acquisition. |
| Remarks: |
| Peter Yu By: /s/ Peter Yu | 03/10/2016 | |
| CARTESIAN CAPITAL GROUP, LLC By: /s/ Peter Yu | 03/10/2016 | |
| PANGAEA ONE HOLDING, LLC By: /s/ Peter Yu | 03/10/2016 | |
| PANGAEA ONE PARALLEL FUND, L.P. By: /s/ Peter Yu | 03/10/2016 | |
| PANGAEA ONE (CAYMAN), L.P. By: /s/ Peter Yu | 03/10/2016 | |
| PANGAEA ONE GP2 (CAYMAN), L.P. By: /s/ Peter Yu | 03/10/2016 | |
| PANGAEA ONE GP2 (CAYMAN), CO. By: /s/ Peter Yu | 03/10/2016 | |
| PANGAEA ONE GP (CAYMAN), L.P. By: /s/ Peter Yu | 03/10/2016 | |
| PANGAEA ONE GP (CAYMAN), CO. By: /s/ Peter Yu | 03/10/2016 | |
| ** 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 4 (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. | ||