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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KNOTT DAVID M

(Last)

(First)

(Middle)

485 UNDERHILL BOULEVAND, SUITE 205

(Street)

SYOSETT

11791

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rand Logistics, Inc. [ RAQC.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2007

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, par value $0.0001 per share	04/30/2007		X		88,600	A	⁽¹⁾	134,300	I	By Commonfund Hedged Equity Company⁽²⁾⁽³⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	04/30/2007		X		441,600	A	⁽¹⁾	835,489	I	By Shoshone Partners, LP⁽²⁾⁽³⁾
Common Stock, par value $0.0001 per share	04/30/2007		X		600,000	A	⁽¹⁾	1,006,600	I	By Knott Partners Offshore Master Fund, LP⁽²⁾⁽³⁾
Common Stock, par value $0.0001 per share	04/30/2007		X		17,800	A	⁽¹⁾	28,400	I	By Good Steward Trading Company SPC⁽²⁾⁽³⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	04/30/2007		X		345,200	A	⁽¹⁾	695,800	I	By Knott Partners, LP⁽²⁾⁽³⁾
Common Stock, par value $0.0001 per share	04/30/2007		X		10,200	A	⁽¹⁾	24,800	I	By Finderne, LLC⁽²⁾⁽³⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	04/30/2007		X		600	A	⁽¹⁾	900	I	By Managed Account⁽²⁾⁽³⁾⁽⁵⁾

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)
Common Stock Warrants (right to buy)⁽⁴⁾	⁽¹⁾	04/30/2007		X			88,600	03/03/2006	10/28/2008	Common Stock	88,600	⁽⁴⁾	0	I	By Commonfund Hedged Equity Company⁽²⁾⁽³⁾⁽⁵⁾
Common Stock Warrants (right to buy)⁽⁴⁾	⁽¹⁾	04/30/2007		X			441,600	03/03/2006	10/28/2008	Common Stock	441,600	⁽⁴⁾	0	I	By Shoshone Partners, LP⁽²⁾⁽³⁾
Common Stock Warrants (right to buy)⁽⁴⁾	⁽¹⁾	04/30/2007		X			600,000	03/03/2006	10/28/2008	Common Stock	600,000	⁽⁴⁾	0	I	By Knott Partners Offshore Master Fund, LP⁽²⁾⁽³⁾
Common Stock Warrants (right to buy)⁽⁴⁾	⁽¹⁾	04/30/2007		X			17,800	03/03/2006	10/28/2008	Common Stock	17,800	⁽⁴⁾	0	I	By Good Steward Trading Company SPC⁽²⁾⁽³⁾⁽⁵⁾
Common Stock Warrants (right to buy)⁽⁴⁾	⁽¹⁾	04/30/2007		X			345,200	03/03/2006	10/28/2008	Common Stock	345,200	⁽⁴⁾	0	I	By Knott Partners, LP⁽²⁾⁽³⁾
Common Stock Warrants (right to buy)⁽⁴⁾	⁽¹⁾	04/30/2007		X			10,200	03/03/2006	10/28/2008	Common Stock	10,200	⁽⁴⁾	0	I	By Finderne, LLC⁽²⁾⁽³⁾⁽⁵⁾
Common Stock Warrants (right to buy)⁽⁴⁾	⁽¹⁾	04/30/2007		X			600	03/03/2006	10/28/2008	Common Stock	600	⁽⁴⁾	0	I	By Managed Account⁽²⁾⁽³⁾⁽⁵⁾

Explanation of Responses:

1. Pursuant to the terms of a certain Warrant Exercise Agreement, executed as of April 27, 2007 (the "Exercise Agreement"), by and among Rand Logistics, Inc. (the "Company") and the warrant holders listed therein, the Company waived receipt of $0.50 of the exercise price of the warrants, effectively reducing the exercise price of the warrants from $5.00 to $4.50, in exchange for the warrant holders' agreement to exercise all of their warrants within two business days of execution of the Exercise Agreement.

2. The Reporting Person is the managing member of Knott Partners Management, LLC, which is the general partner of Shoshone Partners, L.P., Knott Partners, L.P. and Knott Partners Offshore Master Fund, L.P. In addition, the Reporting Person is the sole shareholder, director and president of Dorset Management Corporation, which provides investment management services to those entities listed in Table I(7). As a result of the Reporting Person's interests in Knott Partners Management, LLC and Dorset Management Corporation, the Reporting Person has investment discretion and control in the securities in Table I(5). The Reporting Person may be deemed to beneficially own indirect pecuniary interest in securities in Table I(5) as a result of its performance-related fee.

3. This Form 4 shall not be deemed an admission that the Reporting Person is, for purposes of section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this Form 4.

4. The reported securities are included within Rand Logistics, Inc. Units. Each Unit consists of one share of common stock and two warrants. Each warrant entitles the holder to purchase one share of common stock.

5. The entry reflects securities of the issuer held by managed accounts for which Dorset Management Corporation provides investment management services (each a "Managed Account").

	/s/ David M. Knott	05/02/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.