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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KNOTT DAVID M (Last) (First) (Middle) 485 UNDERHILL BLVD STE 205 (Street) SYOSSET NY 11791-3419 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Rand Logistics, Inc. [ RLOG ]	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) 11/17/2015
	4. 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 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

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
Series A Convertible Preferred Stock	$6.2							(4)	(4)	Common Stock	895,725		111,070	I	By Knott Partners, L.P.(1)(3)
Series A Convertible Preferred Stock	$6.2							(4)	(4)	Common Stock	277,500		34,410	I	By Knott Partners Offshore Master Fund, L.P.(1)(3)
Series A Convertible Preferred Stock	$6.2	11/17/2015		J			940	(4)	(4)	Common Stock	7,580	(5)	0	I	By Knott Partners Offshore (SRI) Fund Limited(2)(3)
Series A Convertible Preferred Stock	$6.2							(4)	(4)	Common Stock	28,870		3,580	I	By Managed Account(2)(3)

Explanation of Responses:

1. The Reporting Person is the managing member of Knott Partners Management, LLC, which is the managing general partner of Knott Partners, L.P. The Reporting Person is also the sole general partner of Knott Partners Offshore Master Fund, L.P., and a general partner of Knott Partners, L.P.

2. The Reporting Person is the sole director and the president of Dorset Management Corporation, which provides investment management services to Knott Partners Offshore (SRI) Fund Limited and separate institutional managed accounts (each, a "Managed Account").

3. As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities represented in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in the securities represented in this entry as a result of its performance-related fee. The Reporting Person disclaims beneficial ownership of any of the securities represented in this entry except to the extent of the Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Knott Partners Offshore (SRI) Fund Limited, and the Managed Account disclaim beneficial ownership of securities reported as beneficially owned by any other party.

4. The Series A Convertible Preferred Stock is fully convertible and does not expire.

5. The transaction reported in Table II is a distribution in-kind without consideration to the sole shareholder of Knott Partners Offshore (SRI) Fund Limited.

	By: /s/David M. Knott	11/18/2015
	** 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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