13D Filing: Peter Yu and Westport Fuel Systems Inc. (NASDAQ:WPRT)

Pursuant to Rule 13d-3 of the rules and regulations promulgated by the Securities and Exchange Commission pursuant to the Exchange Act:  (i) in its capacity as holder of Note 1, XIV may be deemed to beneficially own an aggregate of 8,064,516.13 Common Shares, representing approximately 5.06% of the Common Shares outstanding; (ii) in its capacity as sole and managing member of XIV, Pangaea Two may be deemed to beneficially own an aggregate of 8,064,516.13 Common Shares, representing approximately 5.06% of the Common Shares outstanding; (iii) in its capacity as general partner of Pangaea Two and Pangaea Two Parallel, Pangaea Two GP may be deemed to beneficially own an aggregate of 8,064,516.13 Common Shares, representing approximately 7.33% of the Common Shares outstanding; (iv) in its capacity as general partner of Pangaea Two GP, Pangaea Two Admin GP may be deemed to beneficially own an aggregate of 8,064,516.13 Common Shares, representing approximately 7.33% of the Common Shares outstanding; (v) in its capacity as controlling owner of Pangaea Two Admin GP, Cartesian may be deemed to beneficially own an aggregate of 8,064,516.13 Common Shares, representing approximately 7.33% of the Common Shares outstanding.

Mr. Yu may be deemed to beneficially own and share the power to vote and dispose of the 8,064,516.13 Common Shares held directly by XIV and Parallel XIV by virtue of being a managing member (or equivalent thereof) of each of Cartesian, Pangaea Two, Pangaea Two GP and Pangaea Two Admin GP.

Each of Pangaea Two, Pangaea Two GP, Pangaea Two Admin GP, Cartesian and Mr. Yu disclaim beneficial ownership of all of the Common Shares held by XIV.  Each of Pangaea Two Parallel, Pangaea Two GP, Pangaea Two Admin GP, Cartesian and Mr. Yu disclaim beneficial ownership of all of the Common Shares held by Parallel XIV.

The individual members, managers and executive officers of Cartesian also disclaim beneficial ownership of the Common Shares that are, or may be deemed to be, beneficially owned by the Pangaea Entities.  This report shall not be construed as an admission that such persons are the beneficial owners of Common Shares for any purpose.

(c) Except as set forth herein, each of the Reporting Persons reports that neither it, nor to its knowledge, any other person named in Item 2 of this Schedule 13D, has effected any transactions in shares of Common Shares during the past 60 days.

(d) Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in Item 5.

(e) Not applicable.

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

A Joint Filing Agreement, dated April 3, 2017, by and among the Reporting Persons has been executed by the Reporting Persons, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Each of XIV and Parallel XIV are party to the Investment Agreement.  The disclosure in Item 4 is incorporated herein by reference.