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13D Filing: Dorset Management and Rand Logistics, Inc. (RLOG)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
David M. Knott 1,837,660 900 1,838,560 0 1,838,560 9.5%
Dorset Management Corporation 11 1,837,660 900 1,838,560 0 1,838,560 9.5%
David M. Knott
David M. Knott
Dorset Management

Page 1 of 5 – SEC Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

 

Rand Logistics, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

752182105

(CUSIP Number)

 

David M. Knott

Chief Executive Officer

Dorset Management Corporation

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

(516) 364-0303

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 12, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 


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Page 2 of 5 – SEC Filing

 

CUSIP No.   752182105

 

 

1.

Names of Reporting Persons
David M. Knott

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,837,660

 

8.

Shared Voting Power
900

 

9.

Sole Dispositive Power
1,838,560

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,560

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.5%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2


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Page 3 of 5 – SEC Filing

 

CUSIP No.   752182105

 

 

1.

Names of Reporting Persons
Dorset Management Corporation 11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,837,660

 

8.

Shared Voting Power
900

 

9.

Sole Dispositive Power
1,838,560

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,838,560

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
9.5%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3


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Page 4 of 5 – SEC Filing

 

Item 1.

Security and Issuer

 

This statement relates to the Companys common stock, par value $0.0001 per share (the Common Stock), and the Series A convertible preferred stock (the Preferred Stock), which Preferred Stock is currently convertible into Common Stock (the Preferred Stock, together with the Common Stock, Company Shares), and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the Exchange Act), exclusively to reflect a change aggregating more than one percent (1%) in David M. Knotts ownership of the outstanding Common Stock.

 

 

Item 2.

Identity and Background

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

 

 

Item 4.

Purpose of Transaction

 

 

 

 

Item 5.

Interest in Securities of the Issuer

 

This Item is being amended solely as follows:

 

(a)-(b) Mr. Knott and Dorset: See Rows 7 through 11 and 13 on pages 2-3.   Mr. Knott individually has the sole power to vote 1,837,660 shares of Company Shares and dispose of 1,838,560 shares of Company Shares held in the Partnerships respective accounts. As President of Dorset, Mr. Knott shares with certain of Dorsets clients the power to vote that portion of 900 shares of Company Shares held in their respective accounts.

 

(c) No transactions in the class of securities reported on were effected during the past sixty days, except for the following dispositions in the open market, on the following days and at the following per share prices:

 

 

 

 

4-8-16
$0.9270

 

4-11-16
$0.8944

 

4-12-16
$0.87

 

4-12-16
$0.8605

 

Total

 

Knott Partners, L.P.

 

2,160

 

40,900

 

44,600

 

85,840

 

173,500

 

Shoshone Partners, L.P.

 

538

 

8,549

 

9,400

 

18,013

 

36,500

 

 


Convertible preferred shares fully exercisable into 28,870 shares of Common Stock were disposed of on March 16, 2016 on behalf of Dorset managed accounts.

 

The change in the percentage of Common Stock also reflects an increase in the outstanding Common Stock since the date of the last Schedule 13DA filing regarding the Company by the Reporting Person and Knott Partners, L.P.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

 

 

Item 7.

Material to be Filed as Exhibits

 

 

 

4


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Page 5 of 5 – SEC Filing

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

April 14, 2016

 

Date

 

 

 

/s/ David M. Knott

 

David M. Knott

 

 

 

April 14, 2016

 

Date

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

/s/ David M. Knott

 

David M. Knott, President

 

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

5


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