| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Rand Logistics, Inc. [ RLOG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $2.19 | 03/01/2018 | J(1) | 35,000 | 10/27/2016(2) | 10/27/2025 | Common Stock | 35,000 | (1) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $2.19 | 03/01/2018 | J(1) | 65,000 | (3) | 10/27/2025 | Common Stock | 65,000 | (1) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant 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. |
| 2. On 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. |
| 3. The 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. |
| /s/ Mark S. Hiltwein | 03/01/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
