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
X	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 BLVD STE 205 (Street) SYOSSET NY 11791-3419 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/11/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/11/2012		S		1,716	D	$8.4092	700,073	I	By Shoshone Partners, L.P.(1)(3)
Common Stock	07/11/2012		S		5,600	D	$8.4092	1,005,200	I	By Knott Partners Offshore Master Fund, L.P.(1)(3)
Common Stock	07/11/2012		S		300	D	$8.4092	44,000	I	By Knott Partners Offshore (SRI) Fund Limited(1)(3)
Common Stock	07/12/2012		S		1,764	D	$8.2061	698,309	I	By Shoshone Partners, L.P.(1)(3)
Common Stock	07/12/2012		S		5,600	D	$8.2061	999,600	I	By Knott Partners Offshore Master Fund, L.P.(1)(3)
Common Stock	07/12/2012		S		300	D	$8.2061	43,700	I	By Knott Partners Offshore (SRI) Fund Limited(1)(3)
Common Stock								832,900	I	By Knott Partners, L.P.(1)(3)
Common Stock								7,100	I	By Mulsanne Partners, L.P.(1)(3)
Common Stock								900	I	By Managed Account D(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* KNOTT DAVID M (Last) (First) (Middle) 485 UNDERHILL BLVD STE 205 (Street) SYOSSET NY 11791-3419 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KNOTT PARTNERS LP (Last) (First) (Middle) 485 UNDERHILL BOULEVARD, SUITE 205 (Street) SYOSSET NY 11791 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Knott Partners Offshore Master Fund LP (Last) (First) (Middle) CO DORSET MANAGEMENT CORP 485 UNDERHILL BLVD SUITE 205 (Street) SYOSSET NY 11791 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P.

2. The Reporting Person is the sole director and the president of Dorset Management Corporation, which (i) provides investment management services to Knott Partners Offshore (SRI) Fund Limited and (ii) separate institutional managed accounts (each, a "Managed Account").

3. As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities represented in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in the securities represented in this entry as a result of its performance-related fee. Except with respect to Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., Knott Partners Offshore (SRI) Fund Limited and each of the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.

Remarks:

As a result of the number of outstanding shares of the Company, Knott Partners, L.P. and Knott Partners Offshore Master Fund, L.P. are no longer subject to Section 16.

	By: /s/David M. Knott	07/13/2012
	Knott Partners, L.P. By Knott Partners Management, LLC, as General Partner By: /s/David M. Knott, as Managing Member	07/13/2012
	Knott Partners Offshore Master Fund, L.P. By Knott Partners Management, LLC, as General Partner By: /s/David M. Knott, as Managing Member	07/13/2012
	** 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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