SEC FORM 4

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

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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

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)
03/10/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$6.2							⁽⁵⁾	⁽⁵⁾	Common Stock	895,725		111,070	I	By Knott Partners, L.P.⁽¹⁾⁽³⁾
Series A Convertible Preferred Stock	$6.2							⁽⁵⁾	⁽⁵⁾	Common Stock	277,500		34,410	I	By Knott Partners Offshore Master Fund, L.P.⁽¹⁾⁽³⁾
Series A Convertible Preferred Stock	$6.2	03/10/2016		J			3,580	⁽⁵⁾	⁽⁵⁾	Common Stock	28,870	⁽⁶⁾	0	I	By Managed Account⁽²⁾⁽⁴⁾

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 separate institutional managed accounts (each, a "Managed Account").

3. As a result of the Reporting Person's interests in Knott Partners Management, LLC, 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., and the Managed Account disclaim beneficial ownership of securities reported as beneficially owned by any other party.

4. As of the date reported in Column 3 of Table II, the Reporting Person no longer has, as president of Dorset Management Corporation, any investment discretion or control of, or any performance-related fee from, the securities represented in this entry. Notwithstanding anything contained herein to the contrary, this report shall not be deemed an admission that the Reporting Person was ever the beneficial owner of such securities for purposes of Section 16 or any other purpose except to the extent any such beneficial ownership was deemed to exist through the Reporting Person's pecuniary interest therein as a result of its performance-related fee.

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

6. The transaction reported in Table II was without consideration and reflects that, as of the date reported in Column 3, (a) neither the Reporting Person nor Dorset Management Corporation any longer provides investment management services to the Managed Account, and (b) the Reporting Person no longer has, as president of Dorset Management Corporation, any investment discretion or control of the securities represented in this entry.

	By: /s/David M. Knott	03/14/2016
	** 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).
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