0001104659-14-085657.txt : 20141209 0001104659-14-085657.hdr.sgml : 20141209 20141209144725 ACCESSION NUMBER: 0001104659-14-085657 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141209 DATE AS OF CHANGE: 20141209 GROUP MEMBERS: DORSET MANAGEMENT CORP GROUP MEMBERS: KNOTT PARTNERS, L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80134 FILM NUMBER: 141274945 BUSINESS ADDRESS: STREET 1: 500 FIFTH AVENUE STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10110 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 500 FIFTH AVENUE STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10110 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SC 13D/A 1 a14-25873_2sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

Rand Logistics, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

752182105

(CUSIP Number)

 

David M. Knott

Chief Executive Officer

Dorset Management Corporation

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

(516) 364-0303

 

With a copy to:

Howard A. Neuman, Esq.

Satterlee Stephens Burke & Burke LLP

230 Park Avenue

New York, NY 10169

(212) 818-9200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 8, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 752182105

 

 

1.

Names of Reporting Persons
David M. Knott

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,602,186

 

8.

Shared Voting Power
29,770

 

9.

Sole Dispositive Power
2,631,956

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,631,956

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.7%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No. 752182105

 

 

1.

Names of Reporting Persons
Dorset Management Corporation 11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,602,186

 

8.

Shared Voting Power
29,770

 

9.

Sole Dispositive Power
2,631,956

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,631,956

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.7%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3


 

CUSIP No. 752182105

 

 

1.

Names of Reporting Persons
Knott Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
New Jersey

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,728,625

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,728,625

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,728,625

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.1%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4


 

Item 1.

Security and Issuer

 

This statement relates to the Company’s common stock, par value $0.10 per share (the “Common Stock”), and the Series A convertible preferred stock (the “Preferred Stock”), which Preferred Stock is currently convertible into Common Stock (the Preferred Stock, together with the Common Stock, “Company Shares”), and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to reflect a change aggregating more than one percent (1%) in the beneficial ownership of the outstanding Common Stock in which David M. Knott may be deemed to have a beneficial interest.

 

 

Item 2.

Identity and Background

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

 

 

Item 4.

Purpose of Transaction

 

 

 

 

Item 5.

Interest in Securities of the Issuer

 

This Item is being amended solely as follows:

 

(a)-(b) Mr. Knott, Dorset, and Knott Partners: See Rows 7 through 11 and 13 on pages 2-4. Mr. Knott individually has the sole power to vote 2,602,186 shares of Company Shares and dispose of 2,631,956 shares of Company Shares held in the Partnerships’ respective accounts. As President of Dorset, Mr. Knott shares with certain of Dorset’s clients the power to vote that portion of 29,770 shares of Company Shares held in their respective accounts.

 

Knott Partners directly beneficially owns 1,728,625 shares of Company Shares, which represents approximately 9.1% of the outstanding shares of Common Stock.

 

(c) No transactions in the class of securities reported on were effected during the past sixty days, except for the following dispositions in the open market, on the following days and at the following per share prices:

 

 

 

12-05-14 ($4.4390)

 

12-08-14 ($4.3522)

 

TOTAL

 

Shoshone Partners, LP

 

15,876

 

4,500

 

20,376

 

 

 

The change in the percentage of Common Stock which Knott Partners directly beneficially owns does not reflect any transactions involving Knott Partners, but only an increase in the outstanding Common Stock since the date of the last Schedule 13DA filing regarding the Company by the Reporting Person.

 

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

 

 

Item 7.

Material to be Filed as Exhibits

 

 

 

5


 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

December 9, 2014

 

Date

 

 

 

/s/ David M. Knott

 

David M. Knott

 

 

 

December 9, 2014

 

Date

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

/s/ David M. Knott

 

David M. Knott, President

 

 

 

December 9, 2014

 

Date

 

 

 

KNOTT PARTNERS, L.P.

 

By: Knott Partners Management, LLC,

 

Managing General Partner

 

 

 

/s/ David M. Knott

 

David M. Knott, Managing Member

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

6