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^*

GMT CAPITAL CORP

(Last)

(First)

(Middle)

2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH

(Street)

ATLANTA

30339

(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		10% Owner
Officer (give title below)	X	Other (specify below)
		Former 10% Holder

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2012

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)
Common Stock	02/09/2012		J		0	A	$0	250,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾	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 (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	02/09/2012		J		150,000⁽⁴⁾⁽⁵⁾⁽⁷⁾		03/03/2006	⁽⁶⁾	Common Stock	1,209,675⁽⁴⁾⁽⁵⁾⁽⁷⁾	$50	150,000⁽⁴⁾⁽⁵⁾⁽⁷⁾	D

Explanation of Responses:

1. This Form 4 is being jointly filed by Bay Resource Partners, L.P., a Delaware limited partnership (Bay), Bay II Resource Partners, L.P., a Delaware limited partnership (Bay II), Bay Resource Partners Offshore Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (Offshore Fund), GMT Capital Corp., a Georgia corporation (GMT Capital), and Thomas E. Claugus, a United States citizen (Claugus). The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.

2. GMT Capital, the general partner of Bay and Bay II, has the power to direct the affairs of Bay and Bay II, including the voting and disposition of shares. As the discretionary investment manager of the Offshore Fund and certain other accounts, GMT Capital has power to direct the voting and disposition of shares held by the Offshore Fund and such accounts. Mr. Claugus is the President of GMT Capital and in that capacity directs the operations of each of Bay and Bay II and the voting and disposition of shares held by the Offshore Fund and separate client accounts managed by GMT Capital.

3. GMT Capital and Mr. Claugus may be deemed to beneficially own indirect pecuniary interest as the result of performance-based fees and profit allocations. Each of GMT Capital and Mr. Claugus disclaims such beneficial ownership except to the extent ultimately realized.

4. This Form 4 is being filed with respect to an aggregate of 250,000 shares of Common Stock and 150,000 shares of Series A Convertible Preferred Stock convertible into 1,209,675 shares of Common Stock, resulting in the beneficial ownership of 1,459,675 shares of Common Stock as follows: 661,644 owned by Bay; 416,646 owned by Bay II; 277,016 owned by Offshore Fund; and 104,369 owned by Claugus.

5. The shares of Series A convertible preferred stock (Preferred Stock) are convertible into shares of Rand Common Stock at any time at the option of the Preferred Stock holder at a conversion price of $6.20 per share (based on the $50 per share issue price and subject to adjustment) or 8.065 shares of common stock for each share of Preferred Stock (subject to adjustment). The 150,000 shares of Preferred Stock held by the Reporting Persons are convertible into an aggregate of 1,209,675 shares of Common Stock.

6. The Series A Convertible Preferred Stock does not expire.

7. Based on the Issuers Form 10-Q for the quarter ended December 31, 2011, filed on February 10, 2012, as of February 9, 2012 the Issuer had 17,674,031 shares of its common stock outstanding as the result of substantial issuances, which have reduced the percentage of the class that may be deemed beneficially owned by the Reporting Persons to 7.73%. As a result, the Reporting Persons are no longer subject to Section 16.

	George E. Case, III	04/13/2012
	** 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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