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

Item 1.   Security and the Issuer

This Schedule 13D relates to the common stock, no par value (“Common Shares”), of Westport Fuel Systems Inc.(the “Issuer” or the “Company”), having its principal executive offices at Suite 101, 1750 West 75th Avenue, Vancouver, British Columbia, Canada V6P 6G2.

The percentages of beneficial ownership reflected in this Schedule 13D are based upon 110,011,670 Common Shares outstanding according to the Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 9, 2016.

Item 2.   Identity and Background

(a)   This Schedule 13D is filed jointly on behalf of (i) Pangaea Two Acquisition Holdings XIV, LLC, a Delaware limited liability company (“XIV”), (ii) Pangaea Two, LP, a Delaware limited partnership (“Pangaea Two”), (iii) Pangaea Two GP, LP, a Delaware limited partnership (“Pangaea Two GP”), (iv) Pangaea Two Admin GP, LLC, a Delaware limited liability company (“Pangaea Two Admin GP”), (v) Cartesian Capital Group, LLC, a Delaware limited liability company (“Cartesian”) and (vi) Peter Yu (together with the XIV, Pangaea Two, Pangaea Two GP, Pangaea Two Admin GP and Cartesian, collectively, the “Reporting Persons”). The Reporting Persons listed in (i) – (v) are hereinafter referred to as the “Pangaea Entities.”  The Reporting Persons have entered into a Joint Filing Agreement, dated as of April 3, 2017, a copy of which is attached hereto as Exhibit 99.1.

Pangaea Two is the sole and managing member of XIV.  Pangaea Two Parallel, LP (“Pangaea Two Parallel”) is the sole and managing member of Pangaea Two Acquisition Holdings Parallel XIV, LLC (“Parallel XIV”).  Pangaea Two GP is the general partner of each of Pangaea Two and Pangaea Two Parallel.  Pangaea Two Admin GP is the general partner of Pangaea Two GP.  Cartesian is the sole and managing member of Pangaea Two Admin GP.  Peter Yu is a managing member (or equivalent thereof) of each of Cartesian, XIV, Pangaea Two, Pangaea Two GP and Pangaea Two Admin GP.  As such, Mr. Yu may be deemed to have an indirect pecuniary interest (for purposes of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) in an indeterminate portion of the securities reported as beneficially owned by the Pangaea Entities.

(b)   The business address of each of the Reporting Persons is c/o Cartesian Capital Group, LLC, 505 Fifth Avenue, 15th Floor, New York, NY 10017.

(c)   The present principal business of each of the Pangaea Entities is that of making private equity and related investments.

(d)   To the best knowledge of the Reporting Persons, none of the entities or persons identified in the previous paragraphs of this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)   To the best knowledge of the Reporting Persons, none of the entities or persons identified in the previous paragraphs of this Item 2 has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)   Each of the Pangaea entities jurisdiction of incorporation is listed in (a) above.  Peter Yu is a citizen of the United States.

Item 3.   Source and Amount of Funds or Other Consideration.

The Reporting Persons are all affiliates of Cartesian, a private investment firm that makes private equity and related investments. The source of funds is investment capital of the Reporting Persons.