0001140361-16-087422.txt : 20161121 0001140361-16-087422.hdr.sgml : 20161121 20161121165254 ACCESSION NUMBER: 0001140361-16-087422 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161121 DATE AS OF CHANGE: 20161121 GROUP MEMBERS: ALAN W. WEBER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rand Logistics, Inc. CENTRAL INDEX KEY: 0001294250 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 201195343 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80134 FILM NUMBER: 162010823 BUSINESS ADDRESS: STREET 1: 333 WASHINGTON STREET STREET 2: SUITE 201 CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 212-863-9427 MAIL ADDRESS: STREET 1: 333 WASHINGTON STREET STREET 2: SUITE 201 CITY: JERSEY CITY STATE: NJ ZIP: 07302 FORMER COMPANY: FORMER CONFORMED NAME: Rand Acquisition CORP DATE OF NAME CHANGE: 20040618 FORMER COMPANY: FORMER CONFORMED NAME: Grand Slam Acquisition CORP DATE OF NAME CHANGE: 20040617 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JB CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001138532 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5 EVAN PLACE CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 914-273-4866 MAIL ADDRESS: STREET 1: 5 EVAN PLACE CITY: ARMONK STATE: NY ZIP: 10504 SC 13G/A 1 formsc13ga.htm JB CAPITAL PARTNERS LP SC 13GA NO 1 11-17-2016 (RAND LOGISTICS, INC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Rand Logistics, Inc.
(Name of Issuer)

Common Stock, par value $.0001
(Title of Class of Securities)

752182 10 5
(CUSIP Number)

November 17, 2016
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐
Rule 13d-1(b)
 
☒
Rule 13d-1(c)
 
☐
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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. 752182 10 5
  
Page 2 of 7 Pages
     
 
1
NAME OF REPORTING PERSON
 
 
JB Capital Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
417,861
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
417,861
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
 
 
417,861
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
2.3%
 
 
 
 
12
TYPE OF REPORTING PERSON*
 
 
PN
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT
 
 
     
CUSIP No. 752182 10 5
  
Page 3 of 7 Pages
     
 
1
NAME OF REPORTING PERSON
 
 
Alan W. Weber
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
52,000
 
 
 
 
6
SHARED VOTING POWER
 
 
417,861
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
52,000
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
417,861
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
 
 
469,861
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
2.5%
 
 
 
 
12
TYPE OF REPORTING PERSON*
 
 
IN, HC
 
 
 
 
*SEE INSTRUCTIONS BEFORE FILLING OUT
 
 
Item 1(a).
Name of Issuer.

Rand Logistics, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

333 Washington Street, Suite 201
Jersey City, NJ  07302

Item 2(a).
Name of Persons Filing:

This statement is filed by:

(1)
JB Capital Partners, L.P., a Delaware limited partnership; and
 
(2)
Alan W. Weber, a United States citizen.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

5 Evans Place, Armonk, New York 10504

Item 2(c).
Citizenship:

See Item 2(a)

Item 2(d).
Title of Class of Securities:

Common Stock, par value $0.0001

Item 2(e).
CUSIP Number:

752182 10 5

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4.
Ownership:

(i)
JB Capital Partners, L.P.(1)

(a)
Amount beneficially owned: 417,861
(b)
Percent of class: 2.25%*
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote:  0 shares
  (ii)
Shared power to vote or to direct the vote: 417,861 shares
 
Page 4 of 7 Pages
(iii)
Sole power to dispose or to direct the disposition of: 0 shares
(iv)
Shared power to dispose or to direct the disposition of: 417,861 shares

(ii)
Alan W. Weber(1)

(a)
Amount beneficially owned: 469,861
(b)
Percent of class: 2.53%*
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote:  52,000  shares
(ii)
Shared power to vote or to direct the vote: 417,861 shares
(iii)
Sole power to dispose or to direct the disposition of: 52,000  shares
(iv)
Shared power to dispose or to direct the disposition of: 417,861 shares

             * Based on an aggregate of 18,569,186 shares of Common Stock, par value $0.0001 per share, outstanding as of November 9, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

              (1)  Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein by the other Reporting Persons and any other person named herein.  Each of the Reporting Persons disclaims membership in a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) or Rule 13d-5(b)(1) under the Exchange Act with any other Reporting Person or other person.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See Item 2 and Note (1) in Item 4.

Item 8.
Identification and Classification of Members of the Group.

See Item 2 and Note (1) in Item 4.
 
Page 5 of 7 Pages
Item 9.
Notice of Dissolution of Group.

Not applicable.
 
Item 10.
Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
Page 6 of 7 Pages
SIGNATURE

After reasonable inquiry and to the best of the undersigneds’ knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: November 18, 2016
      
       
 
JB CAPITAL PARTNERS, L.P.
       
 
By:
/s/ Alan W. Weber
  
   
Name:
Alan W. Weber
 
   
Title:
General Partner
 
       
 
/s/ Alan W. Weber
  
 
Alan W. Weber
 
 
Page 7 of 7 Pages