SEC Form 3
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
599 LEXINGTON AVE.
20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2008
3. Issuer Name and Ticker or Trading Symbol
Rand Logistics, Inc. [ RLOG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
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) 572,075 I By RCG Baldwin, L.P.(3)
Common Stock, $.0001 par value(1)(2) 40,000 I By RCG Crimson Partners, LP(4)
Common Stock, $.0001 par value(1)(2) 997,075 I By RCG Enterprise, Ltd(5)
Common Stock, $.0001 par value(1)(2) 50,000 I By RCG PB, Ltd.(6)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 By RCG Enterprise, Ltd(7)(8)
1. Name and Address of Reporting Person*
RAMIUS CAPITAL GROUP LLC

(Last) (First) (Middle)
599 LEXINGTON AVE.
20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCG BALDWIN LP

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RAMIUS ADVISORS LLC

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCG PB, Ltd

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCG Crimson Partners, LP

(Last) (First) (Middle)
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCG Enterprise Ltd

(Last) (First) (Middle)
CITCO FUND SERVICES LIMITED
CORPORATE CENTER, WEST BAY ROAD

(Street)
GRAND CAYMAN

(City) (State) (Zip)
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 first 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 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. Ramius Advisors, LLC (Ramius Advisors), as the general partner of RCG Baldwin, L.P. (Baldwin), may be deemed to beneficially own the 572,075 shares of Common Stock beneficially owned by Baldwin. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the 572,075 shares of Common Stock beneficially owned by Baldwin.
4. Ramius, as general partner of RCG Crimson Partners, L.P. (Crimson), may be deemed to beneficially own the 40,000 shares of Common Stock beneficially owned by Crimson.
5. Ramius, as the investment manager of RCG Enterprise, Ltd. (Enterprise), may be deemed to beneficially own the 997,075 shares of Common Stock beneficially owned by Enterprise.
6. Ramius Advisors, as the investment advisor of RCG PB, Ltd. (RCG PB), may be deemed to beneficially own the 50,000 shares of Common Stock beneficially owned by RCG PB. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the 50,000 shares of Common Stock beneficially owned by RCG PB.
7. Enterprise beneficially owns 65,415 warrants convertible into Common Stock at a ratio of one warrant for one share of Common Stock (the Warrants). Ramius, as the investment manager of Enterprise, may be deemed to beneficially own the 65,415 Warrants beneficially owned by Enterprise.
8. Each Reporting Person disclaims beneficial ownership of the Warrants except to the extent of 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: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 04/09/2008
By: RCG Baldwin, L.P.; By: /s/ Owen S. Littman, Authorized Signatory 04/09/2008
By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 04/09/2008
By: RCG PB, Ltd.; By: /s/ Owen S. Littman, Authorized Signatory 04/09/2008
By: RCG Crimson Partners, L.P.; By: /s/ Owen S. Littman, Authorized Signatory 04/09/2008
By: RCG Enterprise, Ltd; By: /s/ Owen S. Littman, Authorized Signatory 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.