SC 13G/A 1 sc13ga406297055_01262011.htm AMENDMENT NO. 4 TO THE SCHEDULE 13G sc13ga406297055_01262011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

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)
(Amendment No. 4)1
 

Rand Logistics, Inc.
 (Name of Issuer)
 
Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
752182105
 (CUSIP Number)
 
January 26, 2011
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
1  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 the disclosures provided in a prior cover page.
 
      The information required in 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. 752182105
 
1
NAME OF REPORTING PERSON
 
            RCG Baldwin, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
            Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
            0 shares
6
SHARED VOTING POWER
 
            0 shares
7
SOLE DISPOSITIVE POWER
 
            0 shares
8
SHARED DISPOSITIVE POWER
 
            0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
            0.0%
12
TYPE OF REPORTING PERSON
 
            PN

 
2
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Ramius Select Equity Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
        Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
            0 shares
6
SHARED VOTING POWER
 
            0 shares
7
SOLE DISPOSITIVE POWER
 
            0 shares
8
SHARED DISPOSITIVE POWER
 
            0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
            0.0%
12
TYPE OF REPORTING PERSON
 
                  PN

 
3
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Ramius Private Select Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
            0 shares
7
SOLE DISPOSITIVE POWER
 
            0 shares
8
SHARED DISPOSITIVE POWER
 
            0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
            0.0%
12
TYPE OF REPORTING PERSON
 
                  CO
 
 
4
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Ramius Enterprise Master Fund Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  CO

 
5
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Ramius Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                  Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  IA, OO

 
6
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Ramius LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                  Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  OO

 
7
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Cowen Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                  Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  CO

 
8
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  RCG Holdings LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                  Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  OO

 
9
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  C4S & Co., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                  Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  OO

 
10
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Peter A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  IN

 
11
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Morgan B. Stark
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  IN

 
12
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Thomas W. Strauss
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  IN

 
13
 
CUSIP NO. 752182105
 
1
NAME OF REPORTING PERSON
 
                  Jeffrey M. Solomon
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
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 shares
6
SHARED VOTING POWER
 
0 shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
0 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12
TYPE OF REPORTING PERSON
 
                  IN

 
14
 
CUSIP NO. 752182105

Item 1(a).
Name of Issuer:
 
Rand Logistics, Inc., a Delaware corporation (the “Issuer”).

Item 1(b).
Address of Issuer's Principal Executive Offices:
 
461 Fifth Avenue, 25th Floor
New York, New York 10017

Item 2(a).
Name of Person Filing
Item 2(b).
Address of Principal Business Office or, if None, Residence
Item 2(c).
Citizenship
 
 
RCG Baldwin, L.P. (“Baldwin”)
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: Delaware

 
Ramius Select Equity Fund LP (“Select Equity Fund”)
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: Delaware

 
Ramius Private Select Ltd (“Private Select”)
 
c/o Citco Fund Services (Cayman Islands) Limited
 
Regatta Office Park
 
Windward 1, 2nd Floor
 
PO Box 31106
 
Grand Cayman KY1-1205
 
Cayman Islands
 
Citizenship: Cayman Islands

 
Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”)
 
c/o Citco Fund Services (Cayman Islands) Limited
 
Regatta Office Park
 
Windward 1, 2nd Floor
 
PO Box 31106
 
Grand Cayman KY1-1205
 
Cayman Islands
 
Citizenship: Cayman Islands

 
Ramius Advisors, LLC (“Ramius Advisors”)
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: Delaware
 
 
15
 
CUSIP NO. 752182105

 
 
Ramius LLC (“Ramius”)
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: Delaware

 
Cowen Group, Inc. (“Cowen”)
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: Delaware

 
RCG Holdings LLC (“RCG Holdings”)
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: Delaware

 
C4S & Co., L.L.C. (“C4S”)
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: Delaware

 
Peter A. Cohen
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: United States

 
Morgan B. Stark
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: United States

 
Thomas W. Strauss
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: United States

 
Jeffrey M. Solomon
 
c/o Ramius LLC
 
599 Lexington Avenue, 20th Floor
 
New York, New York 10022
 
Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
 
16
 
CUSIP NO. 752182105
 
Item 2(d).
Title of Class of Securities:
 
 
Common Stock, par value $0.0001 per share (the “Common Stock”)

Item 2(e).
CUSIP Number:
 
 
752182105

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
/X/           Not applicable.
 
 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.
 
 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.
 
 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.
 
 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
 
 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
 
 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
 
 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
(k)
/ /
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
 
Item 4.
Ownership
 
 
(a)
Amount beneficially owned:

As of the date hereof, none of the Reporting Persons beneficially owned any shares of Common Stock.

 
(b)
Percent of class:

0.0%

 
(c)
Number of shares as to which such person has:
 
 
17
 
CUSIP NO. 752182105
 
 
(i)
Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(ii)
Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

 
(iii)
Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

 
(iv)
Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
See Exhibit 99.1 to Amendment No. 2 to the Schedule 13G, filed February 10, 2010.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certifications.
 
By signing below each of the undersigned certifies that, to the best of its 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.
 
 
18
 
CUSIP NO. 752182105
 
SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: January 28, 2011

RCG BALDWIN, L.P.
By: Ramius Advisors, LLC,
       its general partner
 
RAMIUS ENTERPRISE MASTER LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RAMIUS PRIVATE SELECT LTD
By: Ramius Advisors, LLC,
       its investment advisor
 
RAMIUS SELECT EQUITY FUND LP
By: Ramius Advisors, LLC,
       its general partner
RAMIUS ADVISORS, LLC
By: Ramius LLC,
       its sole member
 
RAMIUS LLC
By: Cowen Group, Inc.,
       its sole member
 
COWEN GROUP, INC.
 
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
       its managing member
 
C4S & CO., L.L.C.
 
 
 
By:
 /s/ Owen S. Littman
 
Name:
 Owen S. Littman 
 
Title:
 Authorized Signatory



/s/ Owen S. Littman
OWEN S. LITTMAN
As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
 
 
19