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Filing Details

Accession Number:: 0001606909-15-000074
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-09-14 16:52:28
Reporting Period:: 2015-09-10

Filing Date:: 2015-09-14
Accepted Time:: 2015-09-14 16:52:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1606909	Pangaea Logistics Solutions Ltd.	PANL	Deep Sea Foreign Transportation Of Freight (4412)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1426890	Peter Yu	C/O Cartesian Capital Group Llc 505 Fifth Avenue New York NY 10017	Yes	No	Yes	No
1622014	Pangaea One Gp, Llc	C/O Cartesian Capital Group Llc 505 Fifth Avenue New York NY 10017	No	No	Yes	No
1622015	Pangaea One, L.p.	C/O Cartesian Capital Group, Llc 505 Fifth Avenue New York NY 10017	No	No	Yes	No
1622016	Pangaea One Parallel Fund (B), L.p.	C/O Cartesian Capital Group Holding, Llc 505 Fifth Ave New York NY 10017	No	No	Yes	No
1622319	Pangaea One Holding, Llc	C/O Cartesian Capital Group Holding, Llc 505 Fifth Ave New York NY 10017	No	No	Yes	No
1622320	Cartesian Capital Group Holding, Llc	505 Fifth Avenue New York NY 10017	No	No	Yes	No
1651379	Pangaea One Acquisition Holdings Xiv, Llc	C/O Cartesian Capital Group 505 Fifth Avenue, 15Th Floor New York NY 10017	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Share $0.0001 Par Value	Acquisiton	2015-09-10	1,895	$3.37	46,459	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Share $0.0001 Par Value	13,962,926	Indirect	see footnotes

Footnotes

The price reported in Column 4 is a weighted average price. These shares of Common Stock were purchased in multiple transactions at prices ranging from $3.27 to $3.49, inclusive. The reporting person undertakes to provide to Pangaea Logistics Solutions, Ltd. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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.
The 13,962,926 shares of Common Stock are held directly as follows: (i) 1,099,304 shares of Common Stock held directly by Imfinno, L.P.,a Delaware limited partnership ("Imfinno"); (ii) 1,669,492 shares of Common Stock held directly by Malemod, L.P., a Delaware limited partnership ("Malemod"); (iii) 1,658,620 shares of Common Stock held directly by Nypsun, L.P., a Delaware limited partnership ("Nypsun"); (iv) 1,555,334 shares of Common Stock held directly by Leggonly, L.P., a Delaware limited partnership ("Leggonly"); (v) 1,555,307 shares of Common Stock held directly by Pangaea One Parallel Fund (B), L.P., a Delaware limited partnership ("Pangaea Parallel (B)"); (vi) 3,297,254 shares of Common Stock held directly by Pangaea One (Cayman), L.P. ("Pangaea Cayman"); (vii) 3,081,156 shares of Common Stock held directly by Pangaea One Parallel Fund, L.P. ("Pangaea Parallel") and (viii) 46,459 Common Shares held directly by Pangaea Acquisition.
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.
Footnote 4 Continued : 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.
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.
Peter Yu is a member of the Board of Directors of the Issuer and 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.
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.