Filing Details
- Accession Number:
- 0001213900-21-017298
- Form Type:
- 13D Filing
- Publication Date:
- 2021-03-23 16:32:39
- Filed By:
- Pangaea One, L.p.
- Company:
- Pangaea Logistics Solutions Ltd. (NASDAQ:PANL)
- Filing Date:
- 2021-03-23
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Pangaea One Acquisition Holdings XIV | 0 | 56,818 | 0 | 56,818 | 56,818 | 0.1% |
| Pangaea One | 0 | 56,818 | 0 | 56,818 | 56,818 | 0.1% |
| Imfinno | 0 | 1,063,154 | 0 | 1,063,154 | 1,063,154 | 2.3% |
| Malemod | 0 | 1,614,592 | 0 | 1,614,592 | 1,614,592 | 3.5% |
| Nypsun | 0 | 1,604,077 | 0 | 1,604,077 | 1,604,077 | 3.5% |
| Leggonly | 0 | 1,504,187 | 0 | 1,504,187 | 1,504,187 | 3.3% |
| Pangaea One Parallel Fund (B) | 0 | 1,560,980 | 0 | 1,560,980 | 1,560,980 | 3.4% |
| Pangaea One GP | 0 | 7,346,990 | 0 | 7,346,990 | 7,346,990 | 16.1% |
| Pangaea One (Cayman) | 0 | 3,245,643 | 0 | 3,245,643 | 3,245,643 | 7.1% |
| Pangaea One GP (Cayman) | 0 | 3,245,643 | 0 | 3,245,643 | 3,245,643 | 7.1% |
| Pangaea One GP (Cayman), Co | 0 | 3,245,643 | 0 | 3,245,643 | 3,245,643 | 7.1% |
| Pangaea One Parallel Fund | 0 | 3,036,652 | 0 | 3,036,652 | 3,036,652 | 6.7% |
| Pangaea One GP | 0 | 3,036,652 | 0 | 3,036,652 | 3,036,652 | 6.7% |
| Pangaea One GP | 0 | 3,036,652 | 0 | 3,036,652 | 3,036,652 | 6.7% |
| Pangaea One Holding | 0 | 10,535,815 | 0 | 10,535,815 | 10,535,815 | 23.1% |
| Cartesian Capital Group Holding | 0 | 13,515,649 | 0 | 13,515,649 | 13,515,649 | 29.6% |
| Peter Yu | 0 | 13,515,649 | 0 | 13,515,649 | 13,515,649 | 29.6% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
PANGAEA LOGISTICS SOLUTIONS LTD.
(Name of Issuer)
Common Shares, par value $0.0001 per share
(Title of Class of Securities)
G6891L105
(CUSIP Number)
Paul Hong
Cartesian Capital Group, LLC
505 Fifth Avenue, 15th Floor
New York, NY 10017
(212) 461-6363
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G6891L105 | Schedule 13D | Page 1 of 23 |
| 1 | Names
of Reporting Persons Pangaea One Acquisition Holdings XIV, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
56,818 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
56,818 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
56,818 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
0.1% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 2 of 23 |
| 1 | Names
of Reporting Persons Pangaea One, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
56,818 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
56,818 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
56,818 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
0.1% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 3 of 23 |
| 1 | Names
of Reporting Persons Imfinno, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
1,063,154 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
1,063,154 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,063,154 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
2.3% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 4 of 23 |
| 1 | Names
of Reporting Persons Malemod, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
1,614,592 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
1,614,592 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,614,592 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
3.5% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 5 of 23 |
| 1 | Names
of Reporting Persons Nypsun, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
1,604,077 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
1,604,077 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,077 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
3.5% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 6 of 23 |
| 1 | Names
of Reporting Persons Leggonly, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
1,504,187 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
1,504,187 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,504,187 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
3.3% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 7 of 23 |
| 1 | Names
of Reporting Persons Pangaea One Parallel Fund (B), L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
1,560,980 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
1,560,980 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,560,980 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
3.4% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 8 of 23 |
| 1 | Names
of Reporting Persons Pangaea One GP, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
7,346,990 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
7,346,990 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,346,990 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
16.1% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. G6891L105 | Schedule 13D | Page 9 of 23 |
| 1 | Names
of Reporting Persons Pangaea One (Cayman), L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
3,245,643 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
3,245,643 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,245,643 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
7.1% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 10 of 23 |
| 1 | Names
of Reporting Persons Pangaea One GP (Cayman), L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
3,245,643 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
3,245,643 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,245,643 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
7.1% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 11 of 23 |
| 1 | Names
of Reporting Persons Pangaea One GP (Cayman), Co. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
3,245,643 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
3,245,643 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,245,643 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
7.1% |
| 14 | Type of Reporting Person
CO |
| CUSIP No. G6891L105 | Schedule 13D | Page 12 of 23 |
| 1 | Names
of Reporting Persons Pangaea One Parallel Fund, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
3,036,652 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
3,036,652 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,036,652 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
6.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 13 of 23 |
| 1 | Names
of Reporting Persons Pangaea One GP2 (Cayman), L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
3,036,652 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
3,036,652 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,036,652 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
6.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 14 of 23 |
| 1 | Names
of Reporting Persons Pangaea One GP2 (Cayman), Co. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
3,036,652 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
3,036,652 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,036,652 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
6.7% |
| 14 | Type of Reporting Person
CO |
| CUSIP No. G6891L105 | Schedule 13D | Page 15 of 23 |
| 1 | Names
of Reporting Persons Pangaea One Holding, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
10,535,815 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
10,535,815 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,535,815 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
23.1% |
| 14 | Type of Reporting Person
CO |
| CUSIP No. G6891L105 | Schedule 13D | Page 16 of 23 |
| 1 | Names
of Reporting Persons Cartesian Capital Group Holding, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
13,515,649 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,515,649 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,515,649 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
29.6% |
| 14 | Type of Reporting Person
CO |
| CUSIP No. G6891L105 | Schedule 13D | Page 17 of 23 |
| 1 | Names
of Reporting Persons Peter Yu | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
SC | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | |
| 6 | Citizenship or Place of Organization
United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
13,515,649 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,515,649 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,515,649 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
29.6% |
| 14 | Type of Reporting Person
IN |
| CUSIP No. G6891L105 | Schedule 13D | Page 18 of 23 |
EXPLANATORY NOTE
This Amendment No. 3 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on October 14, 2014 (as amended, the “Schedule 13D”), relating to the common shares, par value $0.0001 per share (the “Common Shares”), of Pangaea Logistics Solutions Ltd., a Bermuda company (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons intend to continue to sell a portion of the securities of the Issuer currently held by him in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board of Directors, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board of Directors.
Other than as described in Item 5(c) below, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
| CUSIP No. G6891L105 | Schedule 13D | Page 19 of 23 |
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares and percentage of Common Shares beneficially owned by each of the Reporting Persons, as well as the number of Common Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 45,618,206 Common Shares outstanding as of March 15, 2021, as described in the Issuer’s quarterly report on Form 10-Q filed with the SEC on March 15, 2021.
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| Pangaea One Acquisition Holdings XIV, LLC | 56,818 | 0.1 | % | 0 | 56,818 | 0 | 56,818 | |||||||||||||||||
| Pangaea One, L.P. | 56,818 | 0.1 | % | 0 | 56,818 | 0 | 56,818 | |||||||||||||||||
| Imfinno, L.P. | 1,063,154 | 2.3 | % | 0 | 1,063,154 | 0 | 1,063,154 | |||||||||||||||||
| Malemod, L.P. | 1,614,592 | 3.5 | % | 0 | 1,614,592 | 0 | 1,614,592 | |||||||||||||||||
| Nypsun, L.P. | 1,604,077 | 3.5 | % | 0 | 1,604,077 | 0 | 1,604,077 | |||||||||||||||||
| Leggonly, L.P. | 1,504,187 | 3.3 | % | 0 | 1,504,187 | 0 | 1,504,187 | |||||||||||||||||
| Pangaea One Parallel Fund (B), L.P. | 1,560,980 | 3.4 | % | 0 | 1,560,980 | 0 | 1,560,980 | |||||||||||||||||
| Pangaea One GP, LLC | 7,346,990 | 16.1 | % | 0 | 7,346,990 | 0 | 7,346,990 | |||||||||||||||||
| Pangaea One (Cayman), L.P. | 3,245,643 | 7.1 | % | 0 | 3,245,643 | 0 | 3,245,643 | |||||||||||||||||
| Pangaea One GP (Cayman), L.P. | 3,245,643 | 7.1 | % | 0 | 3,245,643 | 0 | 3,245,643 | |||||||||||||||||
| Pangaea One GP (Cayman), Co. | 3,245,643 | 7.1 | % | 0 | 3,245,643 | 0 | 3,245,643 | |||||||||||||||||
| Pangaea One Parallel Fund, L.P. | 3,036,652 | 6.7 | % | 0 | 3,036,652 | 0 | 3,036,652 | |||||||||||||||||
| Pangaea One GP2 (Cayman), L.P. | 3,036,652 | 6.7 | % | 0 | 3,036,652 | 0 | 3,036,652 | |||||||||||||||||
| Pangaea One GP2 (Cayman), Co. | 3,036,652 | 6.7 | % | 0 | 3,036,652 | 0 | 3,036,652 | |||||||||||||||||
| Pangaea One Holding, LLC | 10,535,815 | 23.1 | % | 0 | 10,535,815 | 0 | 10,535,815 | |||||||||||||||||
| Cartesian Capital Group Holding, LLC | 13,515,649 | 29.6 | % | 0 | 13,515,649 | 0 | 13,515,649 | |||||||||||||||||
| Peter Yu | 13,515,649 | 29.6 | % | 0 | 13,515,649 | 0 | 13,515,649 | |||||||||||||||||
Pangaea Acquisition is the record holder of 56,818 Common Shares. Imfinno is the record holder of 1,063,154 Common Shares. Malemod is the record holder of 1,614,592 Common Shares. Nypsun is the record holder of 1,604,077 Common Shares. Leggonly is the record holder of 1,504,187 Common Shares. Pangaea Parallel B is the record holder of 1,504,162 Common Shares. Pangea Cayman is the record holder of 3,188,825 Common Shares. Pangaea Parallel is the record holder of 2,979,834 Common Shares.
Mr. Yu is the managing member or director of each of Cartesian, Pangaea One LLC, PGP Co and PGP2 Co. Cartesian controls each of Pangaea One LLC and PGP2 Co. Pangaea One LLC controls PGP Co. and Pangaea LLC. PGP Co is the general partner of PGP LP, which is the general partner of Pangaea Cayman. PGP2 Co is the general partner of PGP2 LP, which is the general partner of Pangaea Parallel. Pangaea LLC is the general partner of each of Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel (B) and Pangaea One. Pangaea One, Pangaea Parallel (B), Pangaea Cayman, and Pangaea Parallel each directly own Pangaea Acquisition.
| CUSIP No. G6891L105 | Schedule 13D | Page 20 of 23 |
Each of the Reporting Persons, except for Imfinno, Malemod, Nypsun and Leggonly, may be deemed to beneficially own the Common Shares held of record by Pangaea Acquisition. Each of Mr. Yu, Cartesian, Pangaea One LLC and Pangaea LLC may be deemed to beneficially own the Common Shares held of record by each of Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B). Each of Mr. Yu, Cartesian, Pangaea One LLC, PGP Co and PGP LP may be deemed to beneficially own the Common Shares held of record by Pangaea Cayman. Each of Mr. Yu, Cartesian, PGP2 Co and PGP2 LP may be deemed to beneficially own the Common Shares held of record by Pangaea Parallel.
(c) During the past 60 days, the Pangaea Acquisition disposed of 438,920 Common Shares in a series of open market transactions at prices ranging from $3.24 to $3.53 per share. Details by date, listing the number of Common Shares disposed of and the weighted average price per share are provided below.
| Date | Equity Shares Disposed Of | Weighted Average Price per Share | ||||||
| March 18, 2021 | 269,175 | $ | 3.3651 | |||||
| March 19, 2021 | 149,654 | $ | 3.3850 | |||||
| March 22, 2021 | 20,091 | $ | 3.3500 | |||||
In addition, on February 14, 2021. Pangaea Acquisition acquired 56,818 Common Shares from the Issuer pursuant to the Pangaea Logistics Solutions Ltd. 2014 Share Incentive Plan (as amended and restated by the Board of Directors on May 14, 2019).
| (d) | None. |
| (e) | Not applicable. |
| CUSIP No. G6891L105 | Schedule 13D | Page 21 of 23 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 23, 2021
| Pangaea One Acquisition Holdings XIV, LLC | ||
| By: | Pangaea One, L.P., its managing member | |
| By: | Pangaea One GP, LLC, its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| Pangaea One, L.P. | ||
| By: | Pangaea One GP, LLC, its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| IMFINNO, L.P. | ||
| By: | Pangaea One GP, LLC, its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| MALEMOD, L.P. | ||
| By: | Pangaea One GP, LLC, its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| NYPSUN, L.P. | ||
| By: | Pangaea One GP, LLC, its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| CUSIP No. G6891L105 | Schedule 13D | Page 22 of 23 |
| LEGGONLY, L.P. | ||
| By: | Pangaea One GP, LLC, its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| PANGAEA ONE PARALLEL FUND (B), L.P. | ||
| By: | Pangaea One GP, LLC, its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| PANGAEA ONE GP, LLC | ||
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| PANGAEA ONE (CAYMAN), L.P. | ||
| By: | Pangaea One GP (Cayman), L.P., its general partner | |
| By: | Pangaea One GP (Cayman), Co., its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| PANGAEA ONE GP (CAYMAN), L.P. | ||
| By: | Pangaea One GP (Cayman), Co., its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| PANGAEA ONE GP (CAYMAN), CO. | ||
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| CUSIP No. G6891L105 | Schedule 13D | Page 23 of 23 |
| PANGAEA ONE PARALLEL FUND, L.P. | ||
| By: | Pangaea One GP2 (Cayman), L.P., its general partner | |
| By: | Pangaea One GP2 (Cayman), Co., its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| PANGAEA ONE GP2 (CAYMAN), L.P. | ||
| By: | Pangaea One GP2 (Cayman), Co., its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| PANGAEA ONE GP2 (CAYMAN), CO. | ||
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| PANGAEA ONE HOLDING, LLC | ||
| By: | Cartesian Capital Group Holding, LLC, its general partner | |
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| CARTESIAN CAPITAL GROUP HOLDING, LLC | ||
| By: | /s/ Peter Yu | |
| Name: | Peter Yu | |
| Title: | Director | |
| /s/ Peter Yu | ||
| Peter Yu | ||