0001606909-21-000047.txt : 20210413 0001606909-21-000047.hdr.sgml : 20210413 20210413171816 ACCESSION NUMBER: 0001606909-21-000047 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210409 FILED AS OF DATE: 20210413 DATE AS OF CHANGE: 20210413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pangaea One Acquisition Holdings XIV, LLC CENTRAL INDEX KEY: 0001651379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36798 FILM NUMBER: 21823733 BUSINESS ADDRESS: STREET 1: C/O CARTESIAN CAPITAL GROUP, LLC STREET 2: 505 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124616363 MAIL ADDRESS: STREET 1: C/O CARTESIAN CAPITAL GROUP, LLC STREET 2: 505 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pangaea Logistics Solutions Ltd. CENTRAL INDEX KEY: 0001606909 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 109 LONG WHARF CITY: NEWPORT STATE: RI ZIP: 02840 BUSINESS PHONE: 401-457-9552 MAIL ADDRESS: STREET 1: 109 LONG WHARF CITY: NEWPORT STATE: RI ZIP: 02840 FORMER COMPANY: FORMER CONFORMED NAME: Quartet Holdco Ltd. DATE OF NAME CHANGE: 20140430 4 1 wf-form4_161834868191669.xml FORM 4 X0306 4 2021-04-09 0 0001606909 Pangaea Logistics Solutions Ltd. PANL 0001651379 Pangaea One Acquisition Holdings XIV, LLC C/O CARTESIAN CAPITAL GROUP 505 FIFTH AVENUE, 15TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Share $0.0001 Par Value 2021-04-09 4 S 0 37458 3.0376 D 13341676 I see footnotes Common Share $0.0001 Par Value 2021-04-12 4 S 0 14100 3.0147 D 13327576 I see footnotes Common Share $0.0001 Par Value 56818 D Represents a weighted average execution price. The shares were sold in multiple transactions at prices ranging from $3.03 to $3.05, inclusive. Represents a weighted average execution price. The shares were sold in multiple transactions at prices ranging from $3.01 to $3.02, inclusive. 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. The 13,327,576 shares of Common Stock are held directly as follows: (i) 1,052,786 shares of Common Stock held directly by Imfinno, L.P.,a Delaware limited partnership ("Imfinno"); (ii) 1,598,844 shares of Common Stock held directly by Malemod, L.P., a Delaware limited partnership ("Malemod"); (iii) 1,588,435 shares of Common Stock held directly by Nypsun, L.P., a Delaware limited partnership ("Nypsun"); (iv) 1,489,517 shares of Common Stock held directly by Leggonly, L.P., a Delaware limited partnership ("Leggonly"); (v) 1,489,492 shares of Common Stock held directly by Pangaea One Parallel Fund (B), L.P., a Delaware limited partnership ("Pangaea Parallel (B)"); (vi) 3,157,727 shares of Common Stock held directly by Pangaea One (Cayman), L.P. ("Pangaea Cayman") and (vii) 2,950,775 shares of Common Stock held directly by Pangaea One Parallel Fund, L.P. ("Pangaea Parallel"). Due to the limitation on the number of filers that can report on a single Form 4, Pangaea Parallel, Pangaea Cayman, PGP LP, PGP Co, PGP2 LP and PGP2 Co have filed a separate Form 4 on the date hereof reporting indirect beneficial ownership over the shares of Common Stock acquired by Pangaea Acquisition. These shares are indirectly held by Pangaea One, L.P., a Delaware limited partnership ("Pangaea One"), Pangaea One Parallel Fund (B), L.P., a Delaware limited partnership ("Pangaea Parallel (B)"), Pangaea One (Cayman), L.P., a Cayman Islands limited partnership ("Pangaea Cayman") and Pangaea One Parallel Fund, L.P., a Cayman Islands limited partnership ("Pangaea Parallel"). Pangaea One disclaims beneficial ownership with respect to any shares of Common Stock of Pangaea Logistics Solutions Ltd., 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 or otherwise, Pangaea One is the beneficial owner of the securities. Pangaea Parallel (B), Pangaea Cayman and Pangaea Parallel have reported their indirect ownership of such shares on a Form 4 filed as of the date hereof. 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. 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. Peter Yu 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. Peter Yu By: /s/ Peter Yu 2021-04-13