Sec Form 13D Filing - Pangaea One L.P. filing for Pangaea Logistics Solutions Ltd. (PANL) - 2021-04-22

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

PANGAEA LOGISTICS SOLUTIONS LTD.

(Name of Issuer)

 

Common Shares, par value $0.0001 per share

(Title of Class of Securities)

 

G6891L105

(CUSIP Number)

 

Paul Hong

Cartesian Capital Group, LLC

505 Fifth Avenue, 15th Floor

New York, NY 10017

(212) 461-6363

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 19, 2021

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 

CUSIP No. G6891L105Schedule 13DPage 1 of 23

 

 

1

Names of Reporting Persons

Pangaea One Acquisition Holdings XIV, LLC

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

56,818

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

56,818

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

56,818

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

0.1%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 2 of 23

 

 

< td colspan="2" style="font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt">

Citizenship or Place of Organization

 

Delaware

1

Names of Reporting Persons

Pangaea One, L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

56,818

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

56,818

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

56,818

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

0.1%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 3 of 23

 

 

1

Names of Reporting Persons

Imfinno, L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

990,529

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

990,529

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

990,529

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

2.2%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 4 of 23

 

 

1

Names of Reporting Persons

Malemod, L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

1,504,294

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

1,504,294

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,504,294

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

3.3%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 5 of 23

 

 

1

Names of Reporting Persons

Nypsun, L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

1,494,501

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

1,494,501

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,494,501

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

3.3%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 6 of 23

 

 

1

Names of Reporting Persons

Leggonly, L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

1,401,434

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

1,401,434

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,401,434

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

3.1%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 7 of 23

 

 

< td style="font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt">6
1

Names of Reporting Persons

Pangaea One Parallel Fund (B), L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

(a) ☐
(b) ☐

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

1,401,409

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

1,401,409

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,401,409

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

3.1%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 8 of 23

 

 

1

Names of Reporting Persons

Pangaea One GP, LLC

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

6,848,985

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

6,848,985

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,848,985

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

15.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

CUSIP No. G6891L105Schedule 13DPage 9 of 23

 

 

1

Names of Reporting Persons

Pangaea One (Cayman), L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

2,970,995

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

2,970,995

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,970,995

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

6.5%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 10 of 23

 

 

1

Names of Reporting Persons

Pangaea One GP (Cayman), L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

2,970,995

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

2,970,995

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,970,995

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

6.5%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 11 of 23

 

 

1

Names of Reporting Persons

Pangaea One GP (Cayman), Co.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

2,970,995

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

2,970,995

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,970,995

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

6.5%

14

Type of Reporting Person

 

CO

 

 

CUSIP No. G6891L105Schedule 13DPage 12 of 23

 

 

1

Names of Reporting Persons

Pangaea One Parallel Fund, L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

2,776,280

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

2,776,280

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,776,280

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

6.1%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 13 of 23

 

 

1

Names of Reporting Persons

Pangaea One GP2 (Cayman), L.P.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

2,776,280

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

2,776,280

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,776,280

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

6.1%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. G6891L105Schedule 13DPage 14 of 23

 

 

1

Names of Reporting Persons

Pangaea One GP2 (Cayman), Co.

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

2,776,280

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

2,776,280

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,776,280

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

6.1%

14

Type of Reporting Person

 

CO

 

 

CUSIP No. G6891L105Schedule 13DPage 15 of 23

 

 

1

Names of Reporting Persons

Pangaea One Holding, LLC

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

9,819,980

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

9,819,980

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,819,980

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

21.5%

14

Type of Reporting Person

 

CO

 

 

CUSIP No. G6891L105Schedule 13DPage 16 of 23

 

 

1

Names of Reporting Persons

Cartesian Capital Group Holding, LLC

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

12,596,260

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

12,596,260

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,596,260

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

27.6%

14

Type of Reporting Person

 

CO

 

 

CUSIP No. G6891L105Schedule 13DPage 17 of 23

 

 

1

Names of Reporting Persons

Peter Yu

2

Check the Appropriate Box if a Member of a Group

 

 

 (a) ☐
(b) ☐
3

SEC Use Only

 

4

Source of Funds (See Instructions)

 

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

6

Citizenship or Place of Organization

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

12,596,260

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

12,596,260

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,596,260

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

27.6%

14

Type of Reporting Person

 

IN

 

 

CUSIP No. G6891L105Schedule 13DPage 18 of 23

 

 

EXPLANATORY NOTE

 

This Amendment No. 4 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on October 14, 2014 (as amended, the “Schedule 13D”), relating to the common shares, par value $0.0001 per share (the “Common Shares”), of Pangaea Logistics Solutions Ltd., a Bermuda company (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

Item 4.Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

Director Resignations

 

On March 10, 2021, Paul Hong and Nam Trinh resigned as members of the board of directors of the Issuer.

 

 

CUSIP No. G6891L105Schedule 13DPage 19 of 23

 

 

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 sets forth, as of the date of this Schedule 13D, the aggregate number of shares and percentage of Common Shares beneficially owned by each of the Reporting Persons, as well as the number of Common Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 45,618,206 Common Shares outstanding as of March 15, 2021, as described in the Issuer’s annual report on Form 10-K filed with the SEC on March 15, 202 1.

 

Reporting Person  Amount
beneficially
owned		   Percent
of class		   Sole
power to
vote or to
direct the
vote		   Shared
power to
vote or to
direct the
vote		   Sole power
to dispose
or to direct
the
disposition		   Shared
power to
dispose or
to direct
the
disposition		 
Pangaea One Acquisition Holdings XIV, LLC   56,818    0.1%   0    56,818    0    56,818 
Pangaea One, L.P.   56,818    0.1%   0    56,818    0    56,818 
Imfinno, L.P.   990,529    2.2%   0    990,529    0    990,529 
Malemod, L.P.   1,504,294    3.3%   0    1,504,294    0    1,504,294 
Nypsun, L.P.   1,494,501    3.3%   0    1,494,501    0    1,494,501 
Leggonly, L.P.   1,401,434    3.1%   0    1,401,434    0    1,401,434 
Pangaea One Parallel Fund (B), L.P.   1,401,409    3.1%   0    1,401,409    0    1,401,409 
Pangaea One GP, LLC   6,848,985    15.0%   0    6,848,985    0    6,848,985 
Pangaea One (Cayman), L.P.   2,970,995    6.5%   0    2,970,995    0    2,970,995 
Pangaea One GP (Cayman), L.P.   2,970,995    6.5%   0    2,970,995    0    2,970,995 
Pangaea One GP (Cayman), Co.   2,970,995    6.5%   0    2,970,995    0    2,970,995 
Pangaea One Parallel Fund, L.P.   2,776,280    6.1%   0    2,776,280    0    2,776,280 
Pangaea One GP2 (Cayman), L.P.   2,776,280    6.1%   0    2,776,280    0    2,776,280 
Pangaea One GP2 (Cayman), Co.   2,776,280    6.1%   0    2,776,280    0    2,776,280 
Pangaea One Holding, LLC   9,819,980    21.5%   0    9,819,980    0    9,819,980 
Cartesian Capital Group Holding, LLC   12,596,260    27.6%   0    12,596,260    0    12,596,260 
Peter Yu   12,596,260    27.6%   0    12,596,260    0    12,596,260 

 

Pangaea Acquisition is the record holder of 56,818 Common Shares. Imfinno is the record holder of 990,529 Common Shares. Malemod is the record holder of 1,504,294 Common Shares. Nypsun is the record holder of 1,494,501 Common Shares. Leggonly is the record holder of 1,401,434 Common Shares. Pangaea Parallel B is the record holder of 1,401,409 Common Shares. Pangea Cayman is the record holder of 2,970,995 Common Shares. Pangaea Parallel is the record holder of 2,776,280 Common Shares.

 

Mr. Yu is the managing member or director of each of Cartesian, Pangaea One LLC, PGP Co and PGP2 Co. Cartesian controls each of Pangaea One LLC and PGP2 Co. Pangaea One LLC controls PGP Co. and Pangaea LLC. PGP Co is the general partner of PGP LP, which is the general partner of Pangaea Cayman. PGP2 Co is the general partner of PGP2 LP, which is the general partner of Pangaea Parallel. Pangaea LLC is the general partner of each of Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel (B) and Pangaea One. Pangaea One, Pangaea Parallel (B), Pangaea Cayman, and Pangaea Parallel each directly own Pangaea Acquisition.

 

 

CUSIP No. G6891L105Schedule 13DPage 20 of 23

 

 

Each of the Reporting Persons, except for Imfinno, Malemod, Nypsun and Leggonly, may be deemed to beneficially own the Common Shares held of record by Pangaea Acquisition. Each of Mr. Yu, Cartesian, Pangaea One LLC and Pangaea LLC may be deemed to beneficially own the Common Shares held of record by each of Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B). Each of Mr. Yu, Cartesian, Pangaea One LLC, PGP Co and PGP LP may be deemed to beneficially own the Common Shares held of record by Pangaea Cayman. Each of Mr. Yu, Cartesian, PGP2 Co and PGP2 LP may be deemed to beneficially own the Common Shares held of record by Pangaea Parallel.

 

(c) Since the most recent filing on Schedule 13D, the Pangaea Acquisition disposed of 919,389 Common Shares in a series of open market transactions at prices ranging from $3.25 to $2.91 per share. Details by date, listing the number of Common Shares disposed of and the weighted average price per share are provided below.

 

Date 

Equity
Shares
Disposed
Of

   Weighted
Average
Price per
Share		 
March 23, 2021   900   $3.25 
March 24, 2021   2,649   $3.25 
March 31, 2021   6,000   $3.1643 
April 5, 2021   9,242   $3.126 
April 6, 2021   31,353   $3.0825 
April 7, 2021   15,069   $3.0825 
April 8, 2021   14,484   $3.0326 
April 9, 2021   37,458   $3.0376 
April 12, 2021   14,100   $3.0147 
April 14, 2021   7,557   $3.0009 
April 15, 2021   34,182   $2.9981 
April 16, 2021   250,000   $2.9425 
April 19, 2021   56,738   $2.9909 
April 20, 2021   1,045   $3.00 
April 21, 2021   438,612   $2.9645 

 

(d) None.

 

(e) Not applicable.

 

 

CUSIP No. G6891L105Schedule 13DPage 21 of 23

 

 

SIGNATURES

 

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.

 

Date: April 22, 2021

 

  Pangaea One Acquisition Holdings XIV, LLC
  By: Pangaea One, L.P., its managing member
  By: Pangaea One GP, LLC, its general partner
     
  By: /s/ Peter Yu
  Name:  Peter Yu
  Title: Director
     
  Pangaea One, L.P.
  By: Pangaea One GP, LLC, its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  IMFINNO, L.P.
  By: Pangaea One GP, LLC, its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  MALEMOD, L.P.
  By: Pangaea One GP, LLC, its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  NYPSUN, L.P.
  By: Pangaea One GP, LLC, its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director

 

 

CUSIP No. G6891L105Schedule 13DPage 22 of 23

 

 

  LEGGONLY, L.P.
  By: Pangaea One GP, LLC, its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  PANGAEA ONE PARALLEL FUND (B), L.P.
  By: Pangaea One GP, LLC, its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  PANGAEA ONE GP, LLC
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  PANGAEA ONE (CAYMAN), L.P.
  By: Pangaea One GP (Cayman), L.P., its general partner
  By: Pangaea One GP (Cayman), Co., its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  PANGAEA ONE GP (CAYMAN), L.P.
  By: Pangaea One GP (Cayman), Co., its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  PANGAEA ONE GP (CAYMAN), CO.
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director

 

 

CUSIP No. G6891L105Schedule 13DPage 23 of 23

 

 

  PANGAEA ONE PARALLEL FUND, L.P.
  By: Pangaea One GP2 (Cayman), L.P., its general partner
  By: Pangaea One GP2 (Cayman), Co., its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  PANGAEA ONE GP2 (CAYMAN), L.P.
  By: Pangaea One GP2 (Cayman), Co., its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  PANGAEA ONE GP2 (CAYMAN), CO.
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  PANGAEA ONE HOLDING, LLC
  By: Cartesian Capital Group Holding, LLC, its general partner
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  CARTESIAN CAPITAL GROUP HOLDING, LLC
     
  By: /s/ Peter Yu
  Name: Peter Yu
  Title: Director
     
  /s/ Peter Yu
  Peter Yu

 

 

 

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