SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Cartesian Capital Group Holding, LLC

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2014
3. Issuer Name and Ticker or Trading Symbol
Pangaea Logistics Solutions Ltd. [ PANL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 3,297,254 I See Footnote(1)(3)(4)
Common Stock 3,081,156 I See Footnote(2)(3)(4)
Common Stock 6,378,410 I See Footnote(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Cartesian Capital Group Holding, LLC

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pangaea One Holding, LLC

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pangaea One Parallel Fund, L.P.

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pangaea One (Cayman), L.P.

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pangaea One GP2 (Cayman), L.P.

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pangaea One GP2 (Cayman), Co.

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pangaea One GP (Cayman), L.P.

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pangaea One GP (Cayman), Co.

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Yu Peter

(Last) (First) (Middle)
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares are held directly by Pangaea One (Cayman), L.P., a Cayman Islands limited partnership ("Pangaea Cayman").
2. Shares are held directly by Pangaea One Parallel Fund, L.P., a Cayman Islands limited partnership ("Pangaea Parallel").
3. Pangaea One GP (Cayman), L.P., a Cayman 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. Pangaea One Holding, LLC, a Delaware limited liability company ("Pangaea One LLC") is the controlling owner of 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 ("PGP2 Co") is the general partner of PGP2 LP. Cartesian Capital Group Holding, LLC, a Delaware limited liability company ("Cartesian") is the controlling owner of Pangaea One LLC and PGP2 Co.
4. 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 Section 16 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 Pangaea Reporting Person, and no Pangaea Reporting Person has responsibility for the accuracy or completeness of information supplied by another Pangaea Reporting Person.
5. 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 PGP2 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 such securities for Section 16 of the Exchange Act or any other purpose.
Remarks:
Exhibit List: Exhibit 99.1- Joint Filer Information and Signature Exhibit 99.2
Cartesian Capital Group Holding, LLC, /s/ Peter Yu, Managing Member 10/14/2014
** 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 5 (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).
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