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Form 3 WESTPORT FUEL SYSTEMS For: Jun 01 Filed by: Yu Peter

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June 13, 2016 5:18 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0104
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hours per response: 0.5
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)
2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2016 		3. Issuer Name and Ticker or Trading Symbol
WESTPORT FUEL SYSTEMS INC. [ WPRT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
X Form filed by One Reporting Person
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)
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
Convertible Promissory Note 06/01/2017 06/01/2021 Common Stock (1) 2.17 I Pangaea Two Acquisition Holdings XIV, LLC (3)
Convertible Promissory Note 06/01/2017 06/01/2021 Common Stock (2) 2.17 I Pangaea Two Acquisition Holdings Parallel XIV, LLC (4)
Explanation of Responses:
1. On June 1, 2016, the Issuer issued to Pangaea Two Acquisition Holdings XIV, LLC a $12,076,225.00 aggregate principal amount Convertible Promissory Note ("Note 1"). Note 1 is convertible at any time between June 1, 2017 and June 1, 2021 into the number of shares of Common Stock equal to dividing the principal outstanding under Note 1 by $2.17, subject to customary anti-dilution adjustments.
2. On June 1, 2016, the Issuer issued to Pangaea Two Acquisition Holdings Parallel XIV, LLC a $5,423,775.00 aggregate principal amount Convertible Promissory Note ("Note 2"). Note 2 is convertible at any time between June 1, 2017 and June 1, 2021 into the number of shares of Common Stock equal to dividing the principal outstanding under Note 2 by $2.17, subject to customary anti-dilution adjustments.
3. Peter Yu is the President of Pangaea Two Admin GP, LLC. Pangaea Two Admin GP, LLC is the general partner of Pangaea Two GP, LP. Pangaea Two GP, LP is the general partner of Pangaea Two, LP. Pangaea Two, LP is the sole and managing member of Pangaea Two Acquisition Holdings XIV, LLC ("Pangaea Two Acquisition Holdings"). Mr. Yu may be deemed to have a pecuniary interest, as such term is defined in the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), in an indeterminate portion of the securities beneficially owned by Pangaea Two Acquisition Holdings. Mr. Yu disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. 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.
4. Peter Yu is the President of Pangaea Two Admin GP, LLC. Pangaea Two Admin GP, LLC is the general partner of Pangaea Two GP, LP. Pangaea Two GP, LP is the general partner of Pangaea Two Parallel, LP. Pangaea Two Parallel, LP is the sole and managing member of Pangaea Two Acquisition Holdings Parallel XIV, LLC ("Pangaea Two Acquisition Holdings Parallel"). Mr. Yu may be deemed to have a pecuniary interest, as such term is defined in the Exchange Act, in an indeterminate portion of the securities beneficially owned by Pangaea Two Acquisition Holdings Parallel. Mr. Yu disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. 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.
/s/ Peter M. Yu 06/13/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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