Sec Form 4 Filing - HILTWEIN MARK S @ Rand Logistics, Inc. - 2018-03-01

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
HILTWEIN MARK S
2. Issuer Name and Ticker or Trading Symbol
Rand Logistics, Inc. [ RLOG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO
(Last) (First) (Middle)
333 WASHINGTON STREET, SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2018
(Street)
JERSEY CITY, NJ07302
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
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
Employee Stock Option (Right to Buy) $ 2.19 03/01/2018 J( 1 ) 35,000 10/27/2016( 2 ) 10/27/2025 Common Stock 35,000 ( 1 ) 0 D
Employee Stock Option (Right to Buy) $ 2.19 03/01/2018 J( 1 ) 65,000 ( 3 ) 10/27/2025 Common Stock 65,000 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HILTWEIN MARK S
333 WASHINGTON STREET
SUITE 201
JERSEY CITY, NJ07302
CFO
Signatures
/s/ Mark S. Hiltwein 03/01/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Issuer's Joint Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, which was confirmed by the United States Bankruptcy Court for the District of Delaware on February 28, 2018 and became effective on March 1, 2018, each share of the Issuer's common stock and options to purchase the Issuer's common stock outstanding prior to the Issuer's emergence from bankruptcy were cancelled for no value. Additionally, in connection with the Issuer's emergence from bankruptcy, the reporting person resigned all positions with the Issuer effective on March 1, 2018. As a result, the reporting person is no longer subject to Section 16 in connection with his transactions in the equity securities of Rand Logistics, Inc. and therefore will no longer report any such transactions on Form 4 or Form 5.
( 2 )On October 27, 2015, the Reporting Person was granted the option to purchase 35,000 shares of common stock. The Options were issued pursuant to the Issuer's 2007 Long-Term Incentive Plan and vest yearly in three equal installments beginning on October 27, 2016.
( 3 )The options were issued pursuant to the Issuer's 2007 Long-Term Incentive Plan. The first 20% of the options become exercisable if the average closing price of Rand Logistics common stock over any 20 day period as reported on the Nasdaq Capital Markets is $4.00 per share on or before three years from the Grant Date. The next 25% of the options become exercisable if the average closing price of Rand Logistics common stock over any 20 day period as reported on the Nasdaq Capital Markets is $4.50 per share on or before three years from the Grant Date. The last 55% of the options become exercisable if the average closing price of Rand Logistics common stock over any 20 day period as reported on the Nasdaq Capital Markets is $5.00 per share on or before three years from the Grant 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).
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