FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/02/2008 |
3. Issuer Name and Ticker or Trading Symbol
Rand Logistics, Inc. [ RLOG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $.0001 par value(1)(2) | 1,659,150 | I | See Footnotes(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants (right to buy)(1) | 03/03/2006 | 10/26/2008 | Common Stock, $.0001 par value | 65,415 | $5 | I | See Footnotes(5)(6)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission. |
2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
3. RCG Crimson Partners, L.P. (Crimson), RCG Baldwin, L.P. (Baldwin), RCG Enterprise, Ltd. (Enterprise) and RCG PB, Ltd. (RCG PB) beneficially own 40,000, 572,075, 997,075 and 50,000 shares of Common Stock, respectively. As the general partner of Baldwin and the investment advisor of RCG PB, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the 572,075 and 50,000 shares of Common Stock owned by Baldwin and RCG PB, respectively. As the general partner of Crimson, the investment manager of Enterprise and the sole member of Ramius Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the 40,000, 997,075 and 622,075 shares of Common Stock owned by Crimson, Enterprise and Ramius Advisors, respectively. |
4. (continuation of previous footnote) As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the 1,659,150 shares of Common Stock owned in the aggregate by Ramius. As the managing members of C4S each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 1,659,150 shares of Common Stock owned in the aggregate by C4S. |
5. Enterprise beneficially owns 65,415 warrants convertible into Common Stock at a ratio of one warrant for one share of Common Stock (the Warrants). As the investment manager of Enterprise, Ramius may be deemed to beneficially own the 65,415 Warrants owned by Enterprise. |
6. (continuation of previous footnote) As the managing member of Ramius, C4S may be deemed to beneficially own the 65,415 Warrants owned by Enterprise. As the managing members of C4S each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the 65,415 Warrants owned by Enterprise. |
7. Each Reporting Person disclaims beneficial ownership of the Warrants except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of the Warrants for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member | 04/09/2008 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen | 04/09/2008 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark | 04/09/2008 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss | 04/09/2008 | |
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon | 04/09/2008 | |
** 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 5 (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. |