Sec Form 4 Filing - KNOTT DAVID M @ Rand Logistics, Inc. - 2015-02-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KNOTT DAVID M
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)
(Last) (First) (Middle)
485 UNDERHILL BLVD, STE 205
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2015
(Street)
SYOSSET, NY11791-3419
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 832,900 I By Knott Partners, L.P. ( 1 ) ( 3 )
Common Stock 02/13/2015 S 57,501 D $ 3.6305 520,957 I By Shoshone Partners, L.P. ( 1 ) ( 3 )
Common Stock 02/17/2015 S 30,000 D $ 3.5332 490,957 I By Shoshone Partners, L.P. ( 1 ) ( 3 )
Common Stock 7,100 I By Mulsanne Partners, L.P. ( 1 ) ( 3 )
Common Stock 900 I By Managed Account D ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KNOTT DAVID M
485 UNDERHILL BLVD
STE 205
SYOSSET, NY11791-3419
X
Signatures
By: /s/David M. Knott 02/18/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person is: (a) the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., and (ii) the managing general partner of Knott Partners, L.P.; and (b) the sole member of Mabon Capital Management, LLC, which is the sole general partner of Mulsanne Partners, L.P. The Reporting Person is also 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, in Mabon Capital 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. Except with respect to Knott Partners, L.P., Shoshone Partners, L.P., and Mulsanne Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., and the Managed Account disclaims beneficial ownership of securities reported as owned by any other party.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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