SEC Form 4 · accession 0001193805-18-000324
Rand Logistics, Inc. · RLOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark S Hiltwein
Officer — CFO
Period of report
Mar 1, 2018
Accepted (ET)
Mar 1, 2018 · 4:11 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F1,F2 | $2.19 | Mar 1, 2018 | J | 35,000 | D | Oct 27, 2016 | Oct 27, 2025 | Common Stock | 35,000 | 0 | D |
| Employee Stock Option (Right to Buy)F1,F3 | $2.19 | Mar 1, 2018 | J | 65,000 | D | — | Oct 27, 2025 | Common Stock | 65,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Issuer's Joint Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, which was confirmed by the United States Bankruptcy Court for the District of Delaware on February 28, 2018 and became effective on March 1, 2018, each share of the Issuer's common stock and options to purchase the Issuer's common stock outstanding prior to the Issuer's emergence from bankruptcy were cancelled for no value. Additionally, in connection with the Issuer's emergence from bankruptcy, the reporting person resigned all positions with the Issuer effective on March 1, 2018. As a result, the reporting person is no longer subject to Section 16 in connection with his transactions in the equity securities of Rand Logistics, Inc. and therefore will no longer report any such transactions on Form 4 or Form 5.
- F2On October 27, 2015, the Reporting Person was granted the option to purchase 35,000 shares of common stock. The Options were issued pursuant to the Issuer's 2007 Long-Term Incentive Plan and vest yearly in three equal installments beginning on October 27, 2016.
- F3The options were issued pursuant to the Issuer's 2007 Long-Term Incentive Plan. The first 20% of the options become exercisable if the average closing price of Rand Logistics common stock over any 20 day period as reported on the Nasdaq Capital Markets is $4.00 per share on or before three years from the Grant Date. The next 25% of the options become exercisable if the average closing price of Rand Logistics common stock over any 20 day period as reported on the Nasdaq Capital Markets is $4.50 per share on or before three years from the Grant Date. The last 55% of the options become exercisable if the average closing price of Rand Logistics common stock over any 20 day period as reported on the Nasdaq Capital Markets is $5.00 per share on or before three years from the Grant Date.