SEC Form 4 · accession 0001104659-16-104710
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
Mar 10, 2016
Accepted (ET)
Mar 14, 2016 · 10:03 am EDT
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 StockF6,F2,F4,F5 | $6.20 | Mar 10, 2016 | J | 3,580 | D | — | — | Common Stock | 28,870 | 0 | I |
| Series A Convertible Preferred StockF1,F3,F5 | $6.20 | holding | — | — | — | — | — | Common Stock | 895,725 | 111,070 | I |
| Series A Convertible Preferred StockF1,F3,F5 | $6.20 | holding | — | — | — | — | — | Common Stock | 277,500 | 34,410 | 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 separate institutional managed accounts (each, a "Managed Account").
- F3As a result of the Reporting Person's interests in Knott Partners Management, LLC, 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., and the Managed Account disclaim beneficial ownership of securities reported as beneficially owned by any other party.
- F4As of the date reported in Column 3 of Table II, the Reporting Person no longer has, as president of Dorset Management Corporation, any investment discretion or control of, or any performance-related fee from, the securities represented in this entry. Notwithstanding anything contained herein to the contrary, this report shall not be deemed an admission that the Reporting Person was ever the beneficial owner of such securities for purposes of Section 16 or any other purpose except to the extent any such beneficial ownership was deemed to exist through the Reporting Person's pecuniary interest therein as a result of its performance-related fee.
- F5The Series A Convertible Preferred Stock is fully convertible and does not expire.
- F6The transaction reported in Table II was without consideration and reflects that, as of the date reported in Column 3, (a) neither the Reporting Person nor Dorset Management Corporation any longer provides investment management services to the Managed Account, and (b) the Reporting Person no longer has, as president of Dorset Management Corporation, any investment discretion or control of the securities represented in this entry.