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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 

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.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,432,660

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,432,660

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,432,660

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.2%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 

1.

Names of Reporting Persons
David M. Knott, Jr.

2.

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

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,432,660

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,432,660

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,432,660

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.2%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 

1.

Names of Reporting Persons
Dorset Management Corporation

2.

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

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,432,660

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,432,660

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,432,660

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.2%

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 

1.

Names of Reporting Persons
Knott Partners, L.P.

2.

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

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
New Jersey

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,110,225

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,110,225

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,110,225

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.7%

12.

Type of Reporting Person (See Instructions)
PN

Item 1.

(a)

Name of Issuer
Rand Logistics, Inc.

(b)

Address of Issuers Principal Executive Offices
333 WASHINGTON STREET, SUITE 201, JERSEY CITY NJ 07302

Item 2.

(a)

Name of Person Filing
1. David M. Knott

2. David M. Knott, Jr.

3. Dorset Management Corporation

4. Knott Partners, L.P.

(b)

Address of Principal Business Office or, if none, Residence
1. 485 Underhill Boulevard, Suite 205, Syosset, New York 11791

2. Same

3. Same

4. Same

(c)

Citizenship
1. United States of America

2. United States of America

3. New York

4. New Jersey

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
752182105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

As of the date hereof, the following Reporting Persons are the beneficial owners of more than five percent of the class of securities:

1. David M. Knott, see Rows 5 through 9 and 11 on page 2

2. David M. Knott, Jr., see Rows 5 through 9 and 11 on page 3

3. Dorset Management Corporation, see Rows 5 through 9 and 11 on page 4

4. Knott Partners, L.P., see Rows 5 through 9 and 11 on page 5.

Item 5.

Ownership of Five Percent or Less of a Class

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of some of the securities reported herein as beneficially owned by Mr. Knott and Mr. Knott, Jr.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

November 15, 2017

Date

/s/David M. Knott

David M. Knott

/s/David M. Knott, Jr.

David M. Knott, Jr.

DORSET MANAGEMENT CORPORATION

By:

/s/David M. Knott, Jr.

David M. Knott, Jr., Co-President

KNOTT PARTNERS, L.P.,

by: Knott Partners Management, LLC, as general partner

By:

/s/David M. Knott

David M. Knott, Jr., Co-Managing Member

ATTENTION

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