Filing Details

*See Item 5 of this Amendment No. 1.

*See Item 5 of this Amendment No. 1.

* See Item 5 of this Amendment No. 1.

* See Item 5 of this Amendment No. 1.

* See Item 5 of this Amendment No. 1.

* See Item 5 of this Amendment No. 1.

* See Item 5 of this Amendment No. 1.

* See Item 5 of this Amendment No. 1.

*See Item 5 of this Amendment No. 1.

Explanatory Note

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on April 2, 2017 (the “Original Schedule 13D”), relating 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. Capitalized terms used herein without definition shall have the meanings set forth in the Original Schedule 13D.

Item 1.   Security and the Issuer

Item 1 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

The percentages of beneficial ownership reflected in this Amendment No. 1 are based upon a total of 144,393,149.52 Common Shares outstanding, comprised of (i) 137,188,367 Common Shares outstanding according to the Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 9, 2020, (ii) 5,404,907.52 Common Shares issuable upon conversion of the Notes (as defined below) as of the date hereof, and (iii) 1,799,875.00 Common Shares issued upon conversion of the Notes after November 9, 2020, as described in Exhibit 1 hereto.

Item 2.   Identity and Background

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

Pangaea Two is the sole and managing member of XIV and is co-managing member of P2 Portfolios.  Pangaea Two Parallel is the sole and managing member of Parallel XIV and is co-managing member of P2 Portfolios.  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 the controlling managing member of Cartesian,. 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.

Item 4.   Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

On July 30, 2020, the Issuer amended and restated each of (i) the Convertible Promissory Note with XIV, dated June 1, 2016 ( as so amended, "Note 1"), and (ii) the Convertible Promissory Note with Parallel XIV, dated June 1, 2016 (as so amended, "Note 2," and together with Note 1, the “Notes”), in connection with the pay down of the principal amount of the Notes from an aggregate of $17.5 million to $10 million.  Concurrent with such repayment, the maturity of the Notes was extended to three years and a day from the date of the amendments, the coupon rate was reduced from 9% annually to 6.5% annually, and the conversion price was revised from $2.17 per share to $1.42 per share.

On July 30, 2020, the Pangaea Entities surrendered their rights to a board seat of the Issuer concurrently with the resignation of Peter Yu, as a Cartesian designee, from his position as a director of the Issuer.

Item 5.   Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a), (b) The following disclosure assumes there are a total of 144,393,149.52 Common Shares outstanding, comprised of (i) 137,188,367.00 Common Shares outstanding according to the Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 9, 2020, (ii) 5,404,907.52 Common Shares issuable upon conversion of the Notes as of the date hereof, and (iii) 1,799,875.00 Common Shares issued upon conversion of the Notes after November 9, 2020, as described in Exhibit 1 hereto.

The Reporting Persons, collectively, beneficially own in the aggregate 6,485,886.52

Common Shares, comprising 3,729,764.53 Common Shares (issuable in respect of the conversion of Note 1) held directly by XIV, 1,675,142.99 Common Shares held directly by Parallel XIV (issuable in respect of the conversion of Note 2), and 1,080,979.00 Common Shares held directly by P2 Portfolios. Collectively, the Reporting Persons beneficially own 4.49% of the total outstanding Common Shares.

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 3,729,764.53 Common Shares, representing approximately 2.58% of the Common Shares outstanding;

(ii)	in its capacity as sole and managing member of XIV and in its capacity as co-managing member of P2 Portfolios, Pangaea Two may be deemed to beneficially own an aggregate of  4,810,743.53 Common Shares, representing approximately 3.33% of the Common Shares outstanding;

(iii)

in its capacity as holder of Note 2, Parallel XIV may be deemed to beneficially own an aggregate of 1,675,142.99 Common Shares, representing approximately 1.16% of the Common Shares outstanding;

(iv)	in its capacity as sole and managing member of Parallel XIV and in its capacity as co-managing member of P2 Portfolios, Pangaea Two Parallel may be deemed to beneficially own an aggregate of 2,756,121.99 Common Shares, representing approximately 1.91% of the Common Shares outstanding;

(v)	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 6,485,886.52 Common Shares, representing approximately 4.49% of the Common Shares outstanding;

(vi)	in its capacity as general partner of Pangaea Two GP, Pangaea Two Admin GP may be deemed to beneficially own an aggregate of 6,485,886.52 Common Shares, representing approximately 4.49% of the Common Shares outstanding;

(vii)

in its capacity as controlling owner of Pangaea Two Admin GP, Cartesian may be deemed to beneficially own an aggregate of 6,485,886.52 Common Shares, representing approximately 4.49% of the Common Shares outstanding;

(viii)

in its capacity as record holder of 1,080,979.00 Common Shares, P2 Portfolios may be deemed to beneficially own an aggregate of 1,080,979.00 Common Shares, representing approximately 0.75% of Common Shares outstanding; and

(ix)	Mr. Yu may be deemed to beneficially own and share the power to vote and dispose of the 6,485,886.52 Common Shares held directly by XIV, Parallel XIV and P2 Portfolios by virtue of being the controlling managing member of Cartesian, which indirectly controls the other Reporting Persons.

Each of Pangaea Two, Pangaea Two GP, Pangaea Two Admin GP, Cartesian, P2 Portfolios 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, P2 Portfolios and Mr. Yu disclaim beneficial ownership of all of the Common Shares held by Parallel 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 P2 Portfolios.

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) The transactions in Common Shares effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

(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) On July 30, 2020, the Reporting Persons’ beneficial ownership of the Common Shares fell below 5.0% as a result of the reduced number of shares issuable upon conversion of the predecessors of the Notes.

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

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

A Joint Filing Agreement, dated December 9, 2020, 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 Notes.  The disclosure in Item 4 is incorporated herein by reference.

Item 7.   Material to be filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

Dated:  December 9, 2020	PANGAEA TWO ACQUISITION HOLDINGS XIV, LLC
	By: Pangaea Two, LP, its Managing Member
	By: Pangaea Two GP, LP, its general partner
	By: Pangaea Two Admin GP, LLC, its general partner
	By:	/s/ Peter Yu
		Name: Peter Yu
		Title:   President
Dated:  December 9, 2020	PANGAEA TWO ACQUISITION HOLDINGS PARALLEL XIV, LLC
	By: Pangaea Two Parallel, LP, its Managing Member
	By: Pangaea Two GP, LP, its general partner
	By: Pangaea Two Admin GP, LLC, its general partn
	By:	/s/ Peter Yu
		Name: Peter Yu
		Title:   President
Dated:  December 9, 2020	PANGAEA TWO, LP
	By: Pangaea Two GP, LP, its general partner
	By: Pangaea Two Admin GP, LLC, its general partner
	By:	/s/ Peter Yu
		Name: Peter Yu
		Title:   President
Dated:  December 9, 2020	PANGAEA TWO PARALLEL, LP
	By: Pangaea Two GP, LP, its general partner
	By: Pangaea Two Admin GP, LLC, its general partner
	By:	/s/ Peter Yu
		Name: Peter Yu
		Title:   President

Name	Position with Cartesian Capital Group, LLC	Business Address	Citizenship
Peter Yu	Member	505 Fifth Avenue, 15th Floor, New York, NY 10017	United States
Geoffrey Hamlin	Member	505 Fifth Avenue, 15th Floor, New York, NY 10017	United States
Paul Pizzani	Member	505 Fifth Avenue, 15th Floor, New York, NY 10017	United States

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