SC 13G/A 1 d693792dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Pangaea Logistics Solutions Ltd.

(Name of Issuer)

Common Stock, $0.0001

(Title of Class of Securities)

G6891L105

(CUSIP Number)

December 31, 2018

(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)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 

CUSIP No. G6891L105    13G/A   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

VR Global Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(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

 

1,749,767 **

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

1,749,767 **

   8   

SHARED DISPOSITIVE POWER

 

0

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,749,767 **

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.0% **

12  

TYPE OF REPORTING PERSON*

 

PN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

2

CUSIP No. G6891L105    13G/A   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

VR Advisory Services Ltd

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(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

 

1,749,767 **

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,749,767 **

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,749,767 **

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.0% **

12  

TYPE OF REPORTING PERSON*

 

CO, IA

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

3

CUSIP No. G6891L105    13G/A   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

VR Capital Participation Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(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

 

1,749,767 **

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,749,767 **

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,749,767 **

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.0% **

12  

TYPE OF REPORTING PERSON*

 

CO, HC

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

4

CUSIP No. G6891L105    13G/A   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

VR Capital Group Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(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

 

   6   

SHARED VOTING POWER

 

1,749,767 **

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

1,749,767 **

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,749,767 **

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.0% **

12  

TYPE OF REPORTING PERSON*

 

CO, HC

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

5

CUSIP No. G6891L105    13G/A   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

VR Capital Holdings Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(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

 

1,749,767 **

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,749,767 **

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,749,767 **

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.0% **

12  

TYPE OF REPORTING PERSON*

 

CO, HC

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

6

CUSIP No. G6891L105    13G/A   

 

  1    

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Richard Deitz

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,749,767 **

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,749,767 **

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,749,767 **

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

☐

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.0% **

12  

TYPE OF REPORTING PERSON*

 

IN, HC

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT

**

SEE ITEM 4(b).

 

7

SCHEDULE 13G

This Amendment No. 1 to Schedule 13G (this “Amendment”) relates to shares of Common Shares, $0.0001 par value (“Common Stock”), of Pangaea Logistics Solutions Ltd., a Bermuda exempted company (the “Issuer”), and is being filed on behalf of (i) VR Global Partners, L.P. (the “Fund”), a Cayman Islands exempted limited partnership, (ii) VR Advisory Services Ltd (“VR”), a Cayman Island exempted company, as the general partner of the Fund, (iii) VR Capital Participation Ltd. (“VRCP”), a Cayman Islands exempted company, as the sole shareholder of VR, (iv) VR Capital Group Ltd. (“VRCG”), a Cayman Islands exempted company, as the sole shareholder of VRCP, (v) VR Capital Holdings Ltd. (“VRCH”), a Cayman Islands exempted company, as the sole shareholder of VRCG and (vi) Richard Deitz, the principal of VR, VRCP, VRCG, VRCH (collectively with the Fund, VR, VRCP, VRCG and VRCH, the “Reporting Persons”). All shares of Common Stock are held by the Fund. This Amendment amends and restates the original Schedule 13G filed with the Securities and Exchange Commission on June 26, 2017 (the “Original 13G”) by the Reporting Persons.

 

Item 4

Ownership.

Item 4 of the Original 13G is hereby amended and restated to read as follows:

For the Fund:

 

Sole Beneficial
Ownership

    Shared Beneficial
Ownership		      Percentage of
Outstanding (1)		  
1,749,767      0        4.0 % 

For VR:

 

Sole Beneficial
Ownership

    Shared Beneficial
Ownership		      Percentage of
Outstanding (1)		  
0      1,749,767        4.0 % 

For VRCP:

 

Sole Beneficial
Ownership

    Shared Beneficial
Ownership		      Percentage of
Outstanding (1)		  
0      1,749,767        4.0 % 

For VRCG:

 

Sole Beneficial
Ownership

    Shared Beneficial
Ownership		      Percentage of
Outstanding (1)		  
0      1,749,767        4.0 % 

For VRCH:

 

Sole Beneficial
Ownership

    Shared Beneficial
Ownership		      Percentage of
Outstanding (1)		  
0      1,749,767        4.0 % 

For Mr. Deitz:

 

Sole Beneficial
Ownership

    Shared Beneficial
Ownership		      Percentage of
Outstanding (1)		  
0      1,749,767        4.0 % 

 

(1)

The above percentages were computed using the 44,048,541 publicly reported shares of Common Stock outstanding as of November 8, 2018 according to the Issuer’s Form 10-Q filed with the Securities Exchange Commission on November 8, 2018.

 

8

The filing of this Amendment shall not be construed as an admission that VR, VRCP, VRCG, VRCH or Mr. Deitz is or was the beneficial owner of any of the Common Stock of the Issuer purchased by the Fund. Pursuant to Rule 16a-1, VR, VRCP, VRCG, VRCH and Mr. Deitz disclaim such beneficial ownership except to the extent of its or his respective pecuniary interest therein.

 

Item 5

Ownership of Five Percent or Less of a Class.

Item 5 of the Original 13G is hereby amended and restated to read as follows:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].

 

Item 10

Certification.

For VR, VRCP, VRCG, VRCH and Mr. Deitz:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.

For the Fund:

By signing below each of the Reporting Persons certifies that, to the best of such person’s 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..

 

9

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.

Date: February 14, 2019

 

VR Global Partners, L.P.
By:   VR Advisory Services Ltd, its general partner
  By:  

/s/ Richard Deitz

  Name:   Richard Deitz
  Title:   Authorized Person
VR Advisory Services Ltd
  By:  

/s/ Richard Deitz

  Name:   Richard Deitz
  Title:   Authorized Person
VR Capital Participation Ltd.
  By:  

/s/ Emile du Toit

  Name:   Emile du Toit
  Title:   Authorized Person
VR Capital Group Ltd.
  By:  

/s/ Emile du Toit

  Name:   Emile du Toit
  Title:   Authorized Person
VR Capital Holdings Ltd.
  By:  

/s/ Emile du Toit

  Name:   Emile du Toit
  Title:   Authorized Person

/s/ Richard Deitz

Richard Deitz

 

10