-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZbOvMrQnJwFelcRpQKH4/4aNciiK7Isv6ZJXjsBOt40KzKMvWP1dZF3KNncpgsT i2qnhPt7PY57au9vl1BojQ== 0000921895-11-000136.txt : 20110124 0000921895-11-000136.hdr.sgml : 20110124 20110124172912 ACCESSION NUMBER: 0000921895-11-000136 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110120 FILED AS OF DATE: 20110124 DATE AS OF CHANGE: 20110124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COHEN PETER A CENTRAL INDEX KEY: 0001042589 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 11544523 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STRAUSS THOMAS W CENTRAL INDEX KEY: 0001043935 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 11544521 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOLOMON JEFFREY M CENTRAL INDEX KEY: 0001275922 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 11544520 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rand Logistics, Inc. CENTRAL INDEX KEY: 0001294250 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 201195343 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Rand Acquisition CORP DATE OF NAME CHANGE: 20040618 FORMER COMPANY: FORMER CONFORMED NAME: Grand Slam Acquisition CORP DATE OF NAME CHANGE: 20040617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG HOLDINGS LLC CENTRAL INDEX KEY: 0001050154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 11544517 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: RAMIUS LLC DATE OF NAME CHANGE: 20080617 FORMER NAME: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: C4S & CO LLC CENTRAL INDEX KEY: 0001267474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 11544519 BUSINESS ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARK MORGAN B CENTRAL INDEX KEY: 0001267535 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 11544522 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COWEN GROUP, INC. CENTRAL INDEX KEY: 0001466538 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 11544518 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (646) 562-1000 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: LexingtonPark Parent Corp DATE OF NAME CHANGE: 20090617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33345 FILM NUMBER: 11544525 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 4 1 form406297055b_01242011.xml X0303 4 2011-01-20 1 0001294250 Rand Logistics, Inc. RLOG 0001475770 Ramius LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001267535 STARK MORGAN B C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001043935 STRAUSS THOMAS W C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001275922 SOLOMON JEFFREY M C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001267474 C4S & CO LLC 599 LEXINGTON AVENUE, 20TH FLOOR 599 LEXINGTON AVENUE NEW YORK NY 10022 0 0 1 0 0001466538 COWEN GROUP, INC. 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001050154 RCG HOLDINGS LLC 599 LEXINGTON AVENUE, 20TH FLOOR 20TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $.0001 par value 2011-01-20 4 S 0 292321 5.0000 D 503990 I By Ramius Enterprise Master Fund Ltd Common Stock, $.0001 par value 2011-01-20 4 S 0 15073 5.0000 D 25987 I By Ramius Private Select Ltd Common Stock, $.0001 par value 2011-01-20 4 S 0 12065 5.0000 D 20805 I By Ramius Select Equity Fund LP Common Stock, $.0001 par value 2011-01-20 4 S 0 230541 5.0000 D 397480 I By RCG Baldwin, L.P. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the sole member of Ramius Advisors, LLC (Ramius Advisors), the investment advisor of Enterprise Master Fund, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As a significant shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the managing member of RCG Holdings, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. (Continued from previous footnote) As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Shares of Common Stock beneficially owned by Ramius Private Select Ltd (Private Select). As the sole member of Ramius Advisors, the investment advisor of Private Select, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Private Select. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Private Select. As a significant shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Private Select. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Private Select. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Private Select. Shares of Common Stock beneficially owned by Ramius Select Equity Fund LP (Select Equity Fund). As the sole member of Ramius Advisors, the general partner of Select Equity Fund, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Select Equity Fund. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Select Equity Fund. As a significant shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Select Equity Fund. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Select Equity Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Select Equity Fund. Shares of Common Stock beneficially owned by RCG Baldwin, L.P. (Baldwin). As the sole member of Ramius Advisors, the general partner of Baldwin, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Baldwin. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Baldwin. As a significant shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Baldwin. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Baldwin. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Baldwin. By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 2011-01-24 By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 2011-01-24 By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 2011-01-24 By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 2011-01-24 By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 2011-01-24 By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2011-01-24 By: Cowen Group, Inc.; By: /s/ Owen S. Littman, Authorized Signatory 2011-01-24 By: RCG Holdings LLC; By: /s/ Owen S. Littman, Authorized Signatory 2011-01-24 -----END PRIVACY-ENHANCED MESSAGE-----