Amended Statement of Ownership (sc 13g/a)
February 13 2015 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Pangaea Logistics Solutions, Ltd (f/k/a
Quartet Merger Corp.)
(Name
of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of
Securities)
G6891L105 1
(CUSIP Number)
December 31, 2014
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[_] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
(Page 1 of 7 Pages)
*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 the disclosures provided in a prior cover page.
The information required in 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).
1 The Common Stock, par value $0.0001 per share
has no CUSIP. The CINS number for the Common Stock, par value $0.0001 per share
is G6891L105.
SCHEDULE 13G/A
| CUSIP No.
G6891L105 |
13G/A |
Page 2 of 7 Pages |
|
1 |
NAMES OF REPORTING PERSONS |
|
|
Polar
Securities Inc. |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [
]
(b) [ ] |
|
|
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
Canada |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER |
|
|
0 |
|
|
|
|
6 |
SHARED VOTING POWER |
|
|
0 |
|
|
|
|
7 |
SOLE DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8 |
SHARED DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
0 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
|
|
[ ] |
|
|
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
0% |
|
|
|
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
IA |
|
|
|
| CUSIP No.
G6891L105 |
13G/A |
Page 3 of 7 Pages |
|
1 |
NAMES OF REPORTING PERSONS |
|
|
North Pole Capital
Master Fund |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a) [
]
(b) [ ] |
|
|
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
Cayman Islands |
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER |
|
|
0 |
|
|
|
|
6 |
SHARED VOTING POWER |
|
|
0 |
|
|
|
|
7 |
SOLE DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
8 |
SHARED DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
0 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
|
|
[ ] |
|
|
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
0% |
|
|
|
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
CO |
|
|
|
This Amendment No. 1 (this “Amendment”) amends the statement on
Schedule 13G filed on November 8, 2013 (the “Schedule 13G”) with respect to
Common Stock, par value $0.0001 per share (the “Shares”) of the Company.
Capitalized terms not otherwise defined in the Amendment have the meanings set
forth in the Schedule 13G.
Item 1.
| (a) |
Name of Issuer: |
| |
|
|
The name of the issuer is Pangaea Logistics Solutions,
Ltd (the “Company”). |
| |
|
| (b) |
Address of Issuer’s Principal Executive
Offices: |
| |
|
|
The Company’s principal executive offices are located at
109 Long Wharf, Newport RI 02940 |
Item 2.
| (a) |
Name of Person Filing: |
| |
|
|
This statement is filed by: |
(i) North Pole Capital Master Fund
("North Pole"), a Cayman Islands exempted company, with respect to the Shares
(defined in item 2(d) below) reported in this Schedule 13G/A directly held by it;
and
(ii) Polar Securities Inc. ("Polar
Securities"), a company incorporated under the laws on Ontario, Canada, serving
as investment advisor to North Pole with respect to the Shares reported in this
Schedule 13G/A directly held by North Pole.
|
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." |
| |
|
| (b) |
Address of Principal Business Office or, if None,
Residence: |
| |
|
|
The address of the business office of each of the
Reporting Persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto,
Ontario M5H 2Y4, Canada. |
| |
|
| (c) |
Citizenship: |
| |
|
|
The citizenship of each of the Reporting Persons is set
forth above. |
| |
|
| (d) |
Title and Class of Securities: |
| |
|
|
Common Stock, par value $0.0001 per share (“Shares”). |
| |
|
| (e) |
CUSIP No.: |
| |
|
|
G6891L105 |
| Item 3. |
If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a: |
| |
(a) |
[_] |
Broker or dealer registered under Section 15 of the
Act; |
| |
|
|
|
| |
(b) |
[_] |
Bank as defined in Section 3(a)(6) of the
Act; |
| |
|
|
|
| |
(c) |
[_] |
Insurance company as defined in Section 3(a)(19) of
the Act; |
|
|
(d) |
[_] |
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
| | |
| |
|
|
(e) |
[_] |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
| | |
| |
|
|
(f) |
[_] |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
| | |
| |
|
|
(g) |
[_] |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
| | |
| |
|
|
(h) |
[_] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| | |
| |
|
|
(i) |
[_] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
|
| | |
| |
|
|
(j) |
[_] |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
| | |
| |
|
|
(k) |
[_] |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
|
| | |
| |
| |
If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution: Not
applicable
|
Item 4. Ownership
|
A. |
Polar Securities
|
|
(a) |
Amount Beneficially Owned: 0
|
|
(b) |
Percent of Class: 0%
|
|
(c) |
Number of shares as to which such person has:
|
| |
(i) |
Sole power to vote or to direct the vote: 0
|
| |
(ii) |
Shared power to vote or to direct the vote: 0
|
| |
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
| |
(iv) |
Shared power to dispose or to direct the disposition of: 0
|
|
B. |
North Pole
|
|
(a) |
Amount Beneficially Owned: 0
|
|
(b) |
Percent of Class: 0%
|
|
(c) |
Number of shares as to which such person has:
|
| |
(i) |
Sole power to vote or to direct the vote: 0
|
| |
(ii) |
Shared power to vote or to direct the vote: 0
|
| |
(iii) |
Sole power to dispose or to direct the disposition of: 0
|
| |
(iv) |
Shared power to dispose or to direct the disposition of: 0
|
|
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
|
Item 6.
|
Ownership of more than Five Percent on Behalf of Another Person.
|
| |
|
| |
Not Applicable |
| |
|
| Item 7. |
Identification and classification of the
subsidiary which acquired the security being reported on by the
parent holding company or control person. |
| |
|
| |
Not Applicable |
| |
|
| Item 8. |
Identification and classification of members
of the group. |
| |
|
| |
Not Applicable |
| |
|
| Item 9. |
Notice of Dissolution of Group. |
| |
|
| |
Not Applicable |
| |
|
| Item 10. |
Certifications. |
| |
|
|
Each of the Reporting Persons hereby makes the
following certification:
By signing below each Reporting Person certifies that, to the best of his
or its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
|
SIGNATURE
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.
Dated: February 13, 2015
POLAR SECURITIES INC.
/s/ Robyn Schultz
Name: Robyn Schultz
Title: Chief Compliance Officer
NORTH POLE CAPITAL MASTER FUND
By: Polar Securities Inc.,
its investment manager
/s/ Robyn Schultz
Name: Robyn Schultz
Title: Chief Compliance Officer
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