gsit_13da-120808.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-2-101)

 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)1

GSI Technology, Inc.
 (Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

36241U106
 (CUSIP Number)

Riley Investment Management LLC
Attn:  Bryant R. Riley
11100 Santa Monica Blvd.
Suite 810
Los Angeles, CA 90025
(310) 966-1445
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 8, 2008
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: £

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

(Continued on following pages)


1  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).
 
 
 
CUSIP No.  36241U106
13D
 
 
 
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riley Investment Management LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [    ]
(b)  [ X ]
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
AF
 
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [   ]
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
103,4262
8
SHARED VOTING POWER
1,027,2433
 
9
SOLE DISPOSITIVE POWER
103,4262
 
10
SHARED DISPOSITIVE POWER
1,027,2433
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
885,7143
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                [ X ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%1
 
14
TYPE OF REPORTING PERSON*
IA
 
 
1 Based on 28,109,998 shares of Common Stock (“Common Stock”) of GSI Technology, Inc. (the “Issuer”) outstanding at October 31, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 filed with the Securities and Exchange Commission on November 11, 2008.
2 Because Riley Investment Management LLC has sole investment and voting power over 103,426 shares held in managed accounts by its investment advisory clients, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.
3 Riley Investment Management LLC has shared voting and dispositive power over 1,027,243 shares of Common Stock held by its investment advisory clients, 782,288 of which are held in accounts indirectly affiliated with Riley Investment Partners Master Fund, L.P.  However, Riley Investment Management LLC disclaims beneficial ownership of the non-affiliated shares.
 
2
 
CUSIP No.  36241U106
13D
 
 
 
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B. Riley & Co. Retirement Trust
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [    ]
(b)  [ X ]
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
WC
 
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              []
       
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
10,000
 
8
SHARED VOTING POWER
-0-
 
9
SOLE DISPOSITIVE POWER
10,000
 
10
SHARED DISPOSITIVE POWER
-0-
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                     []
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%1
 
14
TYPE OF REPORTING PERSON*
EP
 
 
3
 
CUSIP No.  36241U106
  13D
 
 
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B. Riley & Co.,  LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [    ]
(b)  [ X ]
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
WC
 
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              []
       
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
6,990
 
8
SHARED VOTING POWER
-0-
 
9
SOLE DISPOSITIVE POWER
6,990
10
SHARED DISPOSITIVE POWER
-0-
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,990
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                         [   ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%1
 
14
TYPE OF REPORTING PERSON*
BD
 
 
4
 
CUSIP No.  36241U106
  13D
 
 
1
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bryant R. Riley
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [    ]
(b)  [ X ]
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
AF
 
5
CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)              []
       
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
120,4164
 
8
SHARED VOTING POWER
1,027,2435
 
9
SOLE DISPOSITIVE POWER
120,4164
10
SHARED DISPOSITIVE POWER
1,027,2435
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
902,7045
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                         [ X ]
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%1
 
14
TYPE OF REPORTING PERSON*
IN
 
4 Because Riley Investment Management LLC has sole voting and investment power over certain managed accounts of its investment advisory clients and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of the 103,426 shares held in managed accounts by its investment advisory clients.  Includes 10,000 shares held by the B. Riley & Co. Retirement Trust, of which Mr. Riley is the trustee.  Includes 6,990 shares held by B. Riley & Co., LLC.  Mr. Riley is the Chairman and indirect sole equity holder of B. Riley & Co., LLC.
5 Riley Investment Management LLC has shared voting and dispositive power over 1,027,243 shares of Common Stock held by its investment advisory clients, 782,288 of which are held in accounts indirectly affiliated with Riley Investment Partners Master Fund, L.P.  Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial ownership of the non-affiliated shares. 
 
5
 
 
CUSIP No.  36241U106
13D
  
 
Item 5.
Interest in Securities of the Issuer

     
 
Item 5 (c) is hereby amended as follows:
 
 
(c)
In the ordinary course of business, BRC effects transactions in connection with its ordinary course market making activities, as well as for customer transactions.  The transactions effected by the other Reporting Persons in Common Stock that have taken place in the past 60 days are set forth on Exhibit A.
     
 
Item 5 (e) is hereby amended as follows:
 
 
(e)
October 17, 2008
   

 

6
 
CUSIP No.  36241U106
13D
  
 
Item 7.
Material to be filed as Exhibits

 
Exhibit A.  Certain Transactions in Common Stock
 
7
 
CUSIP No.  36241U106
13D
  
 
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.
 
Date: December 10, 2008

 
Riley Investment Partners Master Fund, L.P.
   
By: Riley Investment Management LLC, its General Partner
     
   
 
 
By:
/s/ Bryant R. Riley
   
Bryant R. Riley, Managing Member

   
 
Riley Investment Management LLC
     
     
 
By:
/s/ Bryant R. Riley
 
   
Bryant R. Riley, Managing Member


 
B. Riley & Co., LLC
     
     
 
By:
/s/ Bryant R. Riley
 
   
Bryant R. Riley, Chairman
     

 
B. Riley & Co. Retirement Trust
     
     
 
By:
/s/ Bryant R. Riley
 
   
Bryant R. Riley, Trustee
       
       
   
By:
/s/ Bryant R. Riley
 
     
Bryant R. Riley
                                                                      
 
 
 
8
 
 
 
CUSIP No.  36241U106
13D
  
 
Exhibit A
Certain Transactions in Common Stock

BRC
BY
     2,500       3.29  
10/27/2008
 
BY
     8,980       3.2367  
11/25/2008
 
SL
     4,490       3.2367  
11/25/2008
RIP
SL
     36,255       3.08  
10/17/2008
 
BY
     2,500       3.3  
10/22/2008
Investment Advisory Clients
BY
     7,951       3.1953  
10/17/2008
 
BY
     480       3.0858  
11/26/2008
 
BY
     1,700       3.14  
11/28/2008
 
BY
     9,950       3.0669  
12/3/2008
 
BY
     900       2.9444  
12/5/2008
 
SL
     100,000       3  
12/5/2008
 
BY
     5,400       2.8972  
12/8/2008
 
SL
     100,000       2.97  
12/8/2008
 
BY
     14,446       2.8519  
12/9/2008
 
BY
     13,345       2.7339   12/10/2008

 
 
 
 
 
 
 
9