EXPLANATORY NOTE
This Schedule 13D/A (this “Amendment No. 1”) is being filed solely to update the beneficial ownership information in the Schedule 13D as a result of the transfer by Pangea One, L.P. (“Pangaea One”) of Common Shares (as defined below) to its affiliates described in Item 2 below. This Amendment No. 1 constitutes an exit filing with respect to the Schedule 13D for Pangaea One.
Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 1 amends the Schedule 13D filed on October 14, 2014 (which together with this Amendment No. 1, is collectively referred to herein as the “Schedule 13D”). This Amendment No. 1 relates to the common stock, par value $.0001 per share (“Common Shares”), of Pangaea Logistics Solutions Ltd., a Bermuda company (the “Issuer” or the “Company”).
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is filed jointly on behalf of (i) Imfinno, L.P., a Delaware limited partnership (“Imfinno”), (ii) Malemod, L.P., a Delaware limited partnership (“Malemod”), (iii) Nypsun, L.P., a Delaware limited partnership (“Nypsun”), (iv) Leggonly, L.P., a Delaware limited partnership (“Leggonly”), (v) Pangaea One Parallel Fund (B), L.P., a Delaware limited partnership (“Pangaea Parallel (B)”), (vi) Pangaea One GP, LLC, a Delaware limited liability company (“Pangaea LLC”), (vii) Pangaea One (Cayman), L.P., a Cayman Islands limited partnership (“Pangaea Cayman”), (viii) Pangaea One GP (Cayman), L.P., a Cayman Islands limited partnership (“PGP LP”), (ix) Pangaea One GP (Cayman), Co., a Cayman Islands company (“PGP Co”), (x) Pangaea One Parallel Fund, L.P., a Cayman limited partnership (“Pangaea Parallel”), (xi) Pangaea One GP2 (Cayman), L.P., a Cayman Islands limited partnership (“PGP2 LP”), (xii) Pangaea One GP2 (Cayman), Co., a Cayman Company (“PGP2 Co”), (xiii) Pangaea One Holding, LLC, a Delaware limited liability company (“Pangaea One LLC”), (xiv) Cartesian Capital Group Holding, LLC, a Delaware limited liability company (“Cartesian”) and (xv) Peter Yu (together with Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel (B), Pangaea LLC, Panagea Cayman, PGP LP, PGP Co, Pangaea Parallel, PGP2 LP, PGP2 Co, Pangaea One LLC and Cartesian, collectively, the “Reporting Persons”). The Reporting Persons listed in (i) – (xiv) are hereinafter referred to as the “Pangaea Entities.”
Pangaea LLC, is the general partner of Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B). PGP LP is the general partner of Pangaea Cayman. PGP Co is the general partner of PGP LP. PGP2 LP is the general partner of Pangaea Parallel. PGP2 Co is the general partner of PGP2 LP. Pangaea One LLC is the managing member of PGP Co. and Pangaea LLC. Cartesian is the managing member of Pangaea One LLC and PGP2 Co. Peter Yu is a managing member or director of each of Cartesian, Pangaea One LLC, PGP Co and PGP2 Co. As such, Mr. Yu may be deemed to have an indirect pecuniary interest (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 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to include the following paragraph:
On June 3, 2015, in connection with an internal reorganization of the Pangaea Entities, Pangaea One distributed all of its Common Shares to each of Imfinno, Malemod, Nypsun and Leggonly. Pangaea One distributed (i) 1,099,304 Common Shares to Imfinno; (ii) 1,669,492 Common Shares to Malemod; (iii) 1,658,620 Common Shares to Nypsun; and (iv) 1,555,334 Common Shares to Leggonly. Accordingly, this Amendment No. 1 constitutes an “exit filing” with respect to the Schedule 13D for Pangaea One.
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 disclosure assumes that there are 34,756,980 Common Shares of the Issuer outstanding as of the date hereof.
The Reporting Persons, collectively, beneficially own in the aggregate 13,916,467 Common Shares, comprised of (i) 1,099,304 Common Shares held directly by Imfinno; (ii) 1,669,492 Common Shares held directly by Malemod; (iii) 1,658,620 Common Shares held directly by Nypsun; (iv) 1,555,334 Common Shares held directly by Leggonly; (v) 1,555,307 Common Shares held directly by Pangaea Parallel (B); (vi) 3,297,254 Common Shares held directly by Pangaea Cayman; and (vii) 3,081,156 shares of Common Stock held directly by Pangaea Parallel. Collectively, the Reporting Persons beneficially own 40.0% of the total outstanding Common Shares. Imfinno directly owns 3.2%, Malemod directly owns 4.8%, Nypsun directly owns 4.8%, Leggonly directly owns 4.5%, Pangaea Parallel (B) directly owns 4.5%, Pangaea Cayman directly owns 9.5% and Pangaea Parallel directly owns 8.9% of the total outstanding Common Shares.
Pursuant to Rule 13d-3 of the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act: (i) in its capacity as general partner of Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B), Pangaea LLC may be deemed to beneficially own an aggregate of 7,538,057 Common Shares, representing approximately 21.7% of the Common Shares outstanding; (ii) in its capacity as general partner of Pangaea Cayman, PGP LP may be deemed to beneficially own an aggregate of 3,297,254 Common Shares, representing approximately 9.5% of the Common Shares outstanding; (iii) in its capacity as general partner of PGP LP, PGP Co may be deemed to beneficially own an aggregate of 3,297,254 Common Shares, representing approximately 9.5% of the Common Shares outstanding; (iv) in its capacity as general partner of Pangaea Parallel, PGP2 LP may be deemed to beneficially own an aggregate of 3,081,156 Common Shares, representing approximately 8.9% of the Common Shares outstanding; (v) in its capacity as general partner of PGP2 LP, PGP2 Co may be deemed to beneficially own an aggregate of 3,081,156 Common Shares, representing approximately 8.9% of the Common Shares outstanding; (vi) in its capacity as controlling owner of Pangaea LLC and PGP Co, Pangaea One LLC may be deemed to beneficially own an aggregate of 10,835,311 Common Shares, representing approximately 31.2% of the Common Shares outstanding; and (vii) in its capacity as controlling owner of PGP2 Co and Pangaea One LLC, Cartesian may be deemed to beneficially own an aggregate of 13,916,467 Common Shares, representing approximately 40.0% of the Common Shares outstanding.
Mr. Yu may be deemed to beneficially own and share the power to vote and dispose of the 13,916,467 Common Shares held directly by Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel (B), Pangaea Cayman and Pangaea Parallel by virtue of being a managing member or director of each of Cartesian, Pangaea One LLC, PGP Co, and PGP2 Co.
Each of Pangaea One LLC, Pangaea LLC, Cartesian and Mr. Yu disclaim beneficial ownership of all of the Common Shares held by Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B). Each of PGP LP, PGP Co, Pangaea One LLC, Cartesian and Mr. Yu disclaim beneficial ownership of all of the Common Shares held by Pangaea Cayman. Each of PGP2 LP, PGP2 Co, Cartesian and Mr. Yu disclaim beneficial ownership of all of the Common Shares held by Pangaea Parallel.
The individual directors 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 this Item 5.
(e) On June 3, 2015, Pangaea One ceased to be a beneficial owner of more than five percent of the Common Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended to include:
A Joint Filing Agreement, dated June 26, 2015, 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.