FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Yu Peter
2. Issuer Name and Ticker or Trading Symbol

Pangaea Logistics Solutions Ltd. [ PANL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CARTESIAN CAPITAL GROUP, 505 FIFTH AVENUE, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/8/2015
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

5/12/2015 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, Par Value $0.0001 per share   5/8/2015     A (1)    10000   A $0   20000   D    
Common Stock, Par Value $0.0001 per share   10/1/2014     A    13916467   A $0   13916467   I   See Footnotes   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Shares are subject to a Restricted Share Grant Notice and Agreement and were issued pursuant to the 2014 Share Incentive Plan. Fifty percent of the shares vest on the first anniversary of the date of grant, with the remaining fifty percent to vest on the second anniversary of the date of grant, subject to accelerated vesting in certain circumstances.
( 2)  Shares are held directly or indirectly 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 GP, LLC, a Delaware limited liability company ("Pangaea LLC"), Pangaea One (Cayman), L.P., a Cayman Islands limited partnership ("Pangaea Cayman"), Pangaea One GP (Cayman), L.P., a Cayman Islands limited partnership ("PGP LP"), Pangaea One GP (Cayman), Co., a Cayman Islands company ("PGP Co"), Pangaea One Parallel Fund, L.P., a Cayman Islands limited partnership ("Pangaea Parallel"), Pangaea One GP2 (Cayman), L.P., a Cayman Islands limited partnership ("PGP2 LP"), Pangaea One GP2 (Cayman), Co., a Cayman Islands Company ("PGP2 Co"), Pangaea One Holding, LLC, a Delaware limited liability company ("Pangaea One LLC") and Cartesian Capital Group Holding, LLC, a Delaware limited liability company ("Cartesian," and collectively, the "Pangaea Entities").
( 3)  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 (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934 (as amended, the "Exchange Act")) in an indeterminate portion of the securities 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 such securities for purposes of Section 16 of the Exchange Act or any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Yu Peter
C/O CARTESIAN CAPITAL GROUP
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY 10017
X



Signatures
PETER YU 5/12/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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