-----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, H6J9ZJ5+cW9b3Xk2aiqqg7RHjLmcoYHJKBQ1QFb6xZ5zvMD0XfQqTcpyW4dR4gid e8oql69hZ4+KTnBZ3I/PPw== 0001164073-06-000031.txt : 20061101 0001164073-06-000031.hdr.sgml : 20061101 20061101171138 ACCESSION NUMBER: 0001164073-06-000031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061101 DATE AS OF CHANGE: 20061101 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: 061179789 BUSINESS ADDRESS: STREET 1: 461 PARK AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 PARK 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUMMINGBIRD MANAGEMENT LLC CENTRAL INDEX KEY: 0001164073 IRS NUMBER: 134082842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 460 PARK AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125210974 MAIL ADDRESS: STREET 1: 460 PARK AVENUE, 12TH FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: MORNINGSIDE VALUE INVESTORS LLC DATE OF NAME CHANGE: 20011226 SC 13D/A 1 raqc13da061101.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment #5 Rand Acquisition Corp. (NAME OF ISSUER) Common Stock, par value $.0001 per share (TITLE OF CLASS OF SECURITIES) 752182204 (CUSIP NUMBER) Paul D. Sonkin Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) 460 Park Avenue, 12th Floor New York, New York 10022 212 750-7117 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) October 30, 2006 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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). (Continued on following pages) (Page 1 of 4 Pages) CUSIP No. 752182204 13D/A Page 2 of 4 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hummingbird Management, LLC (f/k/a Morningside Value Investors, LLC) IRS No. 13-4082842 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCES OF FUNDS OO - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER 1,823,400 SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------------ EACH 9. SOLE DISPOSITIVE POWER 1,823,400 REPORTING ------------------------------------------------------------ PERSON WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,823,400 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 20.7%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------ **The Reporting Parties own approximately 12.9% of the Company's outstanding common stock. The calculation of the percentage set forth above assumes the exercise by the Reporting Parties of 266,755 presently exercisable warrants acquired in connection with the Company's initial public offering and in subsequent open market purchases.The Reporting Parties have not yet exercised or converted any of such warrants. In connection with the company's initial public offering, the company has 9,071,325 exercisable warrants outstanding,(i) approximately an additional 7,696,000 exercisable warrants outstanding and (ii) an additional 300,000 shares of Series A Convertible Preferred Stock outstanding (also convertible into 2,419,354 shares of common stock) held by security holders other than the Reporting Parties. This calculation does not assume the conversion of any warrants, options, Series A Convertible Preferred Stock or other derivative securities held by security holders other than the Reporting Parties, whether or not exercisable. (Page 2 of 4 Pages) CUSIP No. 752182204 13D/A Page 3 of 4 Pages AMENDMENT NO. 5 TO SCHEDULE 13D This Amendment No. 5, dated November 1, 2006, to Schedule 13D is filed by the Reporting Persons and amends Schedule 13D as previously filed by the Reporting Persons with the Securities and Exchange Commission on August 4, 2006 (the "Schedule 13D"), relating to the common Stock, par value $0.0001 per share, of Rand Acquistion Corp., a Delaware Corporation. Items 3 and 5 of the Schedule 13D are hereby amended and restated, as follows: ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of November 1, 2006, Hummingbird has caused each of HVF, Microcap Fund and Concentrated Fund to invest approximately $2,372,607, $2,458,851, and $1,079,355, respectively, in the shares and warrants of the Issuer using their respective working capital. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As the holder of sole voting and investment authority over the shares owned by HVF, the Microcap Fund,and the Concentrated Fund, Hummingbird may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 1,823,400 shares representing approximately 20.7% of the outstanding shares of the Issuer (based upon 8,002,957 shares outstanding as of August 14, 2006, as reported on the latest Definitive Schedule 10-KSB of the Issuer, for the quarter ending June 30, 2006, and assuming conversion of 266,755 warrants.) Hummingbird disclaims any economic interest or beneficial ownership of the shares covered by this Statement, except to the extent of its ownersip in each of HVF, Microcap Fund, and Concentrated Fund. Mr. Sonkin is the managing member and control person of Hummingbird and has disposition and investment power over the shares held by HVF, Microcap Fund and Concentrated Fund. For purposes of Rule 13d-3, he may be deemed to be the beneficial owner of the aggregate amount of 1,823,400 shares representing approximately 20.7% of the outstanding shares of the Issuer (based upon 8,002,957 shares outstanding as of August 14, 2006, as reported on the latest Definitive Schedule 10-KSB of the Issuer, for the quarter ending June 30, 2006, and assuming conversion of 266,755 warrants.) Mr. Sonkin disclaims any economic interest or beneficial ownership of the shares covered by this Statement, except to the extent of his ownersip in each of HVF, Microcap Fund, and Concentrated Fund. (Page 3 of 4 Pages) CUSIP No. 752182204 13D/A Page 4 of 4 Pages Hummingbird caused Concentrated Fund to effect transactions in the Shares during the past 60 days as set forth below:
AMOUNT OF DATE TYPE SHARES PRICE/UNIT ---- ---- ------ ----------- 10/30/2006 open market purchase 42,700 5.644 10/31/2006 open market purchase 25,000 6.309 11/1/2006 open market purchase 40,600 6.555
(d) Inapplicable. (e) Inapplicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: November 1, 2006 HUMMINGBIRD MANAGEMENT, LLC By: /s/ Paul D. Sonkin ----------------------------- Name: Paul D. Sonkin Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----