SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Pangaea Three-B, LP

(Last) (First) (Middle)
505 FIFTH AVENUE, 15TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cartesian Growth Corp [ GLBL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Class A ordinary shares 11/17/2022 P 22,325(1) A $10.0289 22,325 D
Class A ordinary shares 11/18/2022 P 60,000(1) A $10.0694 82,325 D
Class A ordinary shares(2) 11/18/2022 P 1,995(1) A $9.8711(2) 84,320 D
Class A ordinary shares(2) 11/21/2022 P 1,897(1) A $10.1889(2) 86,217 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Warrants $11.5 11/17/2022 P 316,375(1) (3) (4) Class A Ordinary Shares 316,375 $0.495 11,000,310 D
Warrants $11.5 11/18/2022 P 265,848(1) (3) (4) Class A ordinary shares 265,848 $0.552 11,266,158 D
Warrants(2) $11.5 11/18/2022 P 665(1)(2) (3) (4) Class A ordinary shares 665 $9.8711(2) 11,266,823 D
Warrants $11.5 11/21/2022 P 122,609(1) (3) (4) Class A ordinary shares 112,609 $0.548 11,379,432 D
Warrants(2) $11.5 11/21/2022 P 632(1)(2) (3) (4) Class A ordinary shares 632 $10.1889(2) 11,380,064 D
1. Name and Address of Reporting Person*
Pangaea Three-B, LP

(Last) (First) (Middle)
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)
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
X Officer (give title below) Other (specify below)
Chief Executive Officer
Explanation of Responses:
1. Represents securities held by Pangaea Three-B, LP. Pangaea Three-B, LP is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea Three-B, LP, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by Pangaea Three-B, LP, except to the extent of his pecuniary interest therein.
2. Purchased as part of a unit, each unit consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share for $11.50 per share (subject to adjustment). Purchase price reported is per unit.
3. Each warrant becomes exercisable on the later of one year after the closing of the Company's initial public offering or 30 days after the completion of an initial business combination, as described in the Issuer's prospectus filed with the SEC.
4. The warrants expire five years after the completion of an initial business combination, or earlier upon redemption or liquidation, as described in the Issuer's prospectus filed with the SEC.
Remarks:
See Exhibit 24.1 - Power of Attorney See Exhibit 24.2 - Power of Attorney
/s/ Adam Namoury, Attorney-in-Fact 11/21/2022
/s/ Adam Namoury, Attorney-in-Fact 11/21/2022
** 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).
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