Sec Form 4 Filing - RWWI Holdings LLC @ RAND WORLDWIDE INC - 2014-09-26

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 RWWI Holdings LLC 2. Issuer Name and Ticker or Trading Symbol RAND WORLDWIDE INC [ RWWI] 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) C/O AMPERSAND VENTURES, 55 WILLIAM STREET, SUITE 240 3. Date of Earliest Transaction (MM/DD/YY) 09/26/2014 (Street) WELLESLEY, MA02481 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 09/26/2014 S 9,000,000 ( 1 ) D $ 1.2 25,232,682 ( 1 ) D

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 RWWI Holdings LLC C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 WELLESLEY, MA02481 X AMPERSAND 2006 L P C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 WELLESLEY, MA02481 X AMP-06 Management Co Limited Partnership C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 WELLESLEY, MA02481 X AMP-06 MC LLC C/O AMPERSAND VENTURES 55 WILLIAM STREET, SUITE 240 WELLESLEY, MA02481 X Signatures Herbert H. Hooper, Principal Managing Member of AMP-06 MC LLC, the General Partner of AMP-06 Management Company Limited Partnership, the General Partner of Ampersand 2006 Limited Partnership, the Manager of RWWI Holdings LLC 09/29/2014 Signature of Reporting Person Date Herbert H. Hooper, Principal Managing Member of AMP-06 MC LLC, the General Partner of AMP-06 Management Company Limited Partnership, the General Partner of Ampersand 2006 Limited Partnership 09/29/2014 Signature of Reporting Person Date Herbert H. Hooper, Principal Managing Member of AMP-06 MC LLC, the General Partner of AMP-06 Management Company Limited Partnership 09/29/2014 Signature of Reporting Person Date Herbert H. Hooper, Principal Managing Member of AMP-06 MC LLC 09/29/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are directly owned by RWWI Holdings LLC ("Holdings"). Ampersand 2006 Limited Partnership ("Fund I") is the sole manager of Holdings with the exclusive right and full authority to manage and operate Holdings, including with respect to the voting and disposition of the Common Stock held by Holdings. AMP-06 Management Company Limited Partnership ("Fund 2") is the General Partner of Fund I, and AMP-06 MC LLC ("Fund 3", and together with Fund 1 and Fund 2, the "Funds") is the General Partner of Fund 2. Each of the Funds disclaims beneficial ownership of the Common Stock except to the extent of its respective pecuniary interest therein.

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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