UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Rand Logistics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
752182105
(CUSIP Number)
Jonathan R. Evans
501 Congressional Boulevard, Suite 300
Carmel, IN 46032
(317) 819-6200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/15/2014
(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 §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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 |
13D | Page 2 of 6 Pages |
1. | NAMES OF REPORTING PERSONS
JWEST, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS (see instructions)
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is an Indiana limited liability company. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
8. | SHARED VOTING POWER
0 | |||||
9. | SOLE DISPOSITIVE POWER
1,412,877 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,412,877 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.88%1 | |||||
14. | TYPE OF REPORTING PERSON (see instructions)
IA |
1 | Based on 17,933,859 shares outstanding as of June 11, 2014 as stated in Rand Logistics, Inc.s Form 10-K for the year ended March 31, 2014. |
CUSIP No. 752182105 |
13D | Page 3 of 6 Pages |
1. | NAMES OF REPORTING PERSONS
Jonathan R. Evans | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | SOURCE OF FUNDS (see instructions)
PF | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is a U.S. citizen. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
488,901 | ||||
8. | SHARED VOTING POWER
| |||||
9. | SOLE DISPOSITIVE POWER
| |||||
10. | SHARED DISPOSITIVE POWER
| |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,901 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%2 | |||||
14. | TYPE OF REPORTING PERSON (see instructions)
IN |
2 | Based on 17,933,859 shares outstanding as of June 11, 2014 as stated in Rand Logistics, Inc.s Form 10-K for the year ended March 31, 2014. |
CUSIP No. 752182105 |
13D | Page 4 of 6 Pages |
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, $.0001 par value (the Shares), of Rand Logistics, Inc. (Rand). The address of the principal executive offices of Rand Logistics, Inc. is 500 Fifth Avenue, 50th Floor, New York, NY 10110.
Item 2. Identity and Background.
This statement on Schedule 13D is being filed on behalf of JWEST, LLC (JWEST), an Indiana limited liability company, and Jonathan R. Evans, a 70% owner of JWEST. The address of JWESTs principal business and principal office is 501 Congressional Boulevard, Carmel, IN 46032. Mr. Evans business address is also 501 Congressional Boulevard, Carmel, IN 46032. JWESTs principal business is to serve as an investment advisor.
During the last five years, neither JWEST nor Mr. Evans have been convicted in a criminal proceeding.
During the last five years, neither JWEST nor Mr. Evans have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
JWEST and Mr. Evans used an aggregate of approximately $8,720,560 to purchase the Shares reported as beneficially owned in Item 5. JWEST used approximately $6,082,704 of funds that were provided through the accounts of certain of its investment advisory clients in order to purchase the Shares for such clients. Mr. Evans used approximately $2,637,856 to purchase the Shares owned directly by him.
Item 4. Purpose of Transaction.
On July 15, 2014, JWEST sent a letter to the Executive Chairman of the Board of Directors of Rand (the Board) informing the Board of its intent to wage a proxy battle in the event that the Board does not support JWESTs two director nominees as candidates for election to the Board at Rands 2014 Annual Meeting of Stockholders. A copy of the notice is attached as Exhibit 1. Except as set forth in this Item 4, the reporting persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer.
(a) JWEST beneficially owns 1,412,877 Shares, which constitutes approximately 7.88% of Rands outstanding Shares, based on 17,933,859 Shares outstanding as of June 11, 2014 as stated in Rands Form 10-K for the year ended March 31, 2014. Mr. Evans beneficially owns 488,901 Shares, which constitutes approximately 2.73% of Rands outstanding Shares, based on 17,933,859 Shares outstanding as of June 11, 2014 as stated in Rands Form 10-K for the year ended March 31, 2014.
(b) JWEST has sole dispositive power over 1,412,877 Shares. Mr. Evans has sole voting power over 488,901 Shares.
(c) The transactions below were effected during the past 60 days.
Person Effecting the Transaction |
Date of Transaction |
Amount of Shares | Price/Share | Where/How | ||||||||
Jonathan Evans |
6/16/2014 | 3,000 | $ | 6.03 | TD Ameritrade | |||||||
Jonathan Evans |
6/12/2014 | 3,000 | $ | 6.16 | TD Ameritrade | |||||||
Jonathan Evans |
6/11/2014 | 5,000 | $ | 6.07 | TD Ameritrade | |||||||
Jonathan Evans |
6/11/2014 | 315 | $ | 6.05 | TD Ameritrade |
CUSIP No. 752182105 |
13D | Page 5 of 6 Pages |
Jonathan Evans |
6/10/2014 | 4,000 | $ | 6.09 | TD Ameritrade | |||||||
Jonathan Evans |
6/9/2014 | 3,000 | $ | 6.15 | TD Ameritrade | |||||||
Jonathan Evans |
5/30/2014 | 3,000 | $ | 5.93 | TD Ameritrade | |||||||
Jonathan Evans |
5/28/2014 | 5,000 | $ | 5.82 | TD Ameritrade | |||||||
Jonathan Evans |
5/27/2014 | 7,100 | $ | 5.84 | TD Ameritrade | |||||||
Jonathan Evans |
5/22/2014 | 100 | $ | 5.93 | TD Ameritrade | |||||||
Jonathan Evans |
5/22/2014 | 2,900 | $ | 5.93 | TD Ameritrade | |||||||
Jonathan Evans |
5/21/2014 | 5,000 | $ | 5.90 | TD Ameritrade | |||||||
Jonathan Evans |
5/20/2014 | 4,000 | $ | 5.82 | TD Ameritrade | |||||||
Jonathan Evans |
5/19/2014 | 3,000 | $ | 5.90 | TD Ameritrade | |||||||
Jonathan Evans |
5/16/2014 | 3,500 | $ | 6.07 | TD Ameritrade |
(d) The investment advisory clients of JWEST have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Shares beneficially owned by JWEST on behalf of such clients. Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Neither JWEST nor members of JWEST have any contracts, arrangements, understandings or relationships (legal or otherwise) with other persons with respect to securities of Rand other than as described in this Schedule 13D.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 - Letter to Executive Chairman of the Board of Directors of Rand Logistics, Inc.
CUSIP No. 752182105 |
13D | Page 6 of 6 Pages |
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.
Dated: July 16, 2014 | JWEST, LLC: | |||||
/s/ Jonathan R. Evans | ||||||
Jonathan R. Evans | ||||||
Chief Information Officer | ||||||
/s/ Jonathan R. Evans |
Exhibit 1
July 15, 2014
Via Overnight Delivery
Mr. Laurence S. Levy
Executive Chairman
Rand Logistics, Inc.
500 Fifth Avenue
50th Floor
New York, New York 10110
Re: Intent to Nominate Directors at RLOGs 2014 Annual Meeting of Stockholders
Laurence:
This letter is to inform you and the RAND Logistics, Inc. (RLOG) Board of Directors (the Board) of JWEST, LLCs intention regarding the nomination of Sean OConnor and myself to the Board of RLOG. As you recall, last year I nominated Sean OConnor to the Board as we felt additional input at the Board level was needed based on RLOGs poor financial performance, self-dealing and, most of all, its leadership. Having seen no improvement since last year, we continue to feel that new perspectives are needed at the Board level. Therefore, JWEST, LLC has nominated two individuals, Sean OConnor and me, to the Board this year. Based on the Boards position last year, I assume it will be the intent of the Board this year to not support our director nominees and to exclude Sean and me from RLOGs slate of candidates in its proxy statement.
If the Board excludes our nominees, we plan to hire a proxy solicitation firm and run a proxy battle against the Boards slate. A proxy battle will be costly and time consuming for both parties. We intend to seek reimbursement from RLOG for JWEST, LLCs proxy solicitation expenses. We hope the Board will make the prudent decision to put our nominees on the slate instead of wasting the stockholders money.
Should you like to discuss these matters, please contact me at (317) 819-6200.
Best Wishes,
Jonathan Evans
Chief Investment Officer
JWEST, LLC
50l CONGRESSIONAL BLVD., SUITE 300, CARMEL, INDIANA 46032 | JWESTLLC.net | Office 317.819.6200 | Fax 317.819.0056
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