X0203 3/A 2008-04-02 2008-04-09 0 0001294250 Rand Logistics, Inc. RLOG 0001267474 C4S & CO LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001267535 STARK MORGAN B C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001043935 STRAUSS THOMAS W C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses 0001275922 SOLOMON JEFFREY M C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK NY 10022 0 0 1 1 See Explanation of Responses Common Stock, $.0001 par value 1656026 I See Footnotes Warrants (right to buy) 5.0000 2006-03-03 2008-10-26 Common Stock, $.0001 par value 65415 I By Ramius Enterprise Master Fund Ltd 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. 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. Since the filing of the initial Form 3, RCG Enterprise, Ltd. changed its name to Ramius Enterprise Master Fund Ltd (Enterprise) and RCG Crimson Partners, LP, changed its name to Ramius Select Equity Fund LP (Select Equity Fund). As a result of a reorganization of the Reporting Persons and their affiliates, Ramius Advisors, LLC (Ramius Advisors) serves as the investment advisor of Enterprise. Select Equity Fund, RCG Baldwin, L.P. (Baldwin), Enterprise and RCG PB, Ltd. (RCG PB) beneficially own 40,000, 572,075, 993,951 and 50,000 shares of Common Stock, respectively. As the general partner of Baldwin and the investment advisor of each of RCG PB and Enterprise, Ramius Advisors may be deemed to beneficially own the 572,075, 50,000 and 993,951 shares of Common Stock owned by Baldwin, RCG PB and Enterprise, respectively. (continuation of previous footnote) . As the general partner of Select Equity Fund and the sole member of Ramius Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the 40,000 and 1,616,026 shares of Common Stock owned by Select Equity Fund and Ramius Advisors, respectively. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the 1,656,026 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 1,656,026 shares of Common Stock owned in the aggregate by C4S. 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 advisor of Enterprise, Ramius Advisors may be deemed to beneficially own the 65,415 Warrants owned by Enterprise. As the sole member of Ramius Advisors, Ramius may be deemed to beneficially own the 65,415 Warrants owned by Enterprise. 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. (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. By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 2008-04-09 By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 2008-04-09 By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 2008-04-09 By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 2008-04-09 By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 2008-04-09