Sec Form 3 Filing - Cartesian Capital Group Holding, LLC @ Pangaea Logistics Solutions Ltd. - 2015-06-03

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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
2. Issuer Name and Ticker or Trading Symbol
Pangaea Logistics Solutions Ltd. [ PANL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 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/YY)
06/03/2015
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 1,099,304 I See footnotes ( 1 ) ( 6 )
Common Stock 1,669,492 I See footnotes ( 2 ) ( 6 )
Common Stock 1,658,620 I See footnotes ( 3 ) ( 6 )
Common Stock 1,555,334 I See footnotes ( 4 ) ( 6 )
Common Stock 1,555,307 I See footnotes ( 5 ) ( 6 ) ( 7 )
Common Stock 7,538,057 I See footnote ( 8 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cartesian Capital Group Holding, LLC
C/O CARTESIAN CAPITAL GROUP
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
Pangaea One Holding, LLC
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
Imfinno, L.P.
C/O CARTESIAN CAPITAL GROUP
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
malemod, L.P.
C/O CARTESIAN CAPITAL GROUP
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
Nypsun, L.P.
C/O CARTESIAN CAPITAL GROUP
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
Leggonly, L.P.
C/O CARTESIAN CAPITAL GROUP
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
Pangaea One Parallel Fund (B), L.P.
C/O CARTESIAN CAPITAL GROUP
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
Pangaea One GP, LLC
C/O CARTESIAN CAPITAL GROUP
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X
Yu Peter
C/O CARTESIAN CAPITAL GROUP, LLC
505 FIFTH AVENUE, 15TH FLOOR
NEW YORK, NY10017
X X
Signatures
/s/ Peter Yu, Managing Member 06/26/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are held directly by Imfinno, L.P., a Delaware limited partnership ("Imfinno").
( 2 )Shares are held directly by Malemod, L.P., a Delaware limited partnership ("Malemod").
( 3 )Shares are held directly by Nypsun, L.P., a Delaware limited partnership ("Nypsun").
( 4 )Shares are held directly by Leggonly, L.P., a Delaware limited partnership ("Leggonly").
( 5 )Shares are held directly by Pangaea One Parallel Fund (B), L.P., a Delaware limited partnership ("Pangaea Parallel (B)").
( 6 )Pangaea One GP, LLC, a Delaware limited liability company ("Pangaea LLC"), is the general partner of Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B). Pangaea One Holding, LLC, a Delaware limited liability company ("Pangaea One LLC") is the controlling owner of Pangaea LLC. Cartesian Capital Group Holding, LLC, a Delaware limited liability company ("Cartesian") is the controlling owner of Pangaea One LLC. Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel (B), Pangaea LLC, Pangaea One LLC and Cartesian are collectively referred to herein as the "Pangaea Entities" and, together with Peter Yu, the "Pangaea Reporting Persons."
( 7 )Each of Pangaea One LLC, Pangaea LLC, Cartesian and Mr. Yu disclaim beneficial ownership of any shares of Common Stock of Pangaea Logistics Solutions Ltd. (the "Issuer") held by Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B), 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 Pangaea One LLC, Pangaea LLC, Cartesian or Mr. Yu 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.
( 8 )Peter Yu is a member of the Board of Directors of the Issuer and is a managing member of each of Pangaea LLC, Pangaea One LLC and Cartesian. 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 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

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