SEC Form 4 · accession 0001104659-15-079994
Rand Logistics, Inc. · RLOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Knott
10% Owner
Period of report
Nov 17, 2015
Accepted (ET)
Nov 18, 2015 · 5:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001294250
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF5,F2,F3,F4 | $6.20 | Nov 17, 2015 | J | 940 | D | — | — | Common Stock | 7,580 | 0 | I |
| Series A Convertible Preferred StockF1,F3,F4 | $6.20 | holding | — | — | — | — | — | Common Stock | 895,725 | 111,070 | I |
| Series A Convertible Preferred StockF1,F3,F4 | $6.20 | holding | — | — | — | — | — | Common Stock | 277,500 | 34,410 | I |
| Series A Convertible Preferred StockF2,F3,F4 | $6.20 | holding | — | — | — | — | — | Common Stock | 28,870 | 3,580 | I |
Explanation of responses
- F1The Reporting Person is the managing member of Knott Partners Management, LLC, which is the managing general partner of Knott Partners, L.P. The Reporting Person is also the sole general partner of Knott Partners Offshore Master Fund, L.P., and a general partner of Knott Partners, L.P.
- F2The Reporting Person is the sole director and the president of Dorset Management Corporation, which provides investment management services to Knott Partners Offshore (SRI) Fund Limited and separate institutional managed accounts (each, a "Managed Account").
- F3As 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. The Reporting Person disclaims beneficial ownership of any of the securities represented in this entry except to the extent of the Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Knott Partners Offshore (SRI) Fund Limited, and the Managed Account disclaim beneficial ownership of securities reported as beneficially owned by any other party.
- F4The Series A Convertible Preferred Stock is fully convertible and does not expire.
- F5The transaction reported in Table II is a distribution in-kind without consideration to the sole shareholder of Knott Partners Offshore (SRI) Fund Limited.