- Amended Statement of Ownership (SC 13G/A)
January 16 2009 - 4:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Integrated
Silicon Solution, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
45812P107
(CUSIP
Number)
December
31, 2008
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
|
Rule
13d-1(b)
|
x
|
Rule
13d-1(c)
|
o
|
Rule
13d-1(d)
|
*
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 the
disclosures provided in a prior cover page.
The
information required in 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. 45812P107
|
13G
|
Page
2
|
|
|
|
|
1
|
Name
of Reporting Persons.
I.R.S.
Identification Nos. of above person (entities only)
Riley
Investment Management LLC
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [
]
(b) [X]
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization
Delaware
|
Number of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5
|
Sole
Voting Power
4,977
1
|
6
|
Shared
Voting Power
916
2
|
7
|
Sole
Dispositive Power
4,977
1
|
8
|
Shared
Dispositive Power
916
2
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,044
2
|
10
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[X]
|
11
|
Percent
of Class Represented by Amount in Row (9)
0.0%
3
|
12
|
Type
Of Reporting Person (See Instructions)
IA
|
———————
1
Because Riley Investment Management LLC has sole investment and voting power
over 4,977 shares held in managed accounts by its investment advisory clients,
Riley Investment Management LLC may be deemed to have beneficial ownership of
these shares.
2
Riley Investment Management LLC has shared voting and dispositive power over 916
shares of Common Stock held by its investment advisory clients, 67 of which are
held in managed accounts indirectly affiliated with Riley Investment Partners
Master Fund, L.P. Riley Investment Management LLC disclaims beneficial ownership
of the non-affiliated shares.
3
Based on 26,646,980 shares of Common Stock outstanding at December 8, 2008, as
reported in Integrated Silicon Solution, Inc.’s (the “Issuer”) Annual Proxy
Statement filed with the Securities and Exchange Commission on January 7,
2009.
CUSIP
No. 45812P107
|
13G
|
Page
3
|
|
|
|
|
1
|
Name
of Reporting Persons.
I.R.S.
Identification Nos. of above person (entities only)
B
Riley & Co., LLC
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [
]
(b) [X]
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization
Delaware
|
Number of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5
|
Sole
Voting Power
15,380
|
6
|
Shared
Voting Power
-0-
|
7
|
Sole
Dispositive Power
15,380
|
8
|
Shared
Dispositive Power
-0-
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
15,380
|
10
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
11
|
Percent
of Class Represented by Amount in Row (9)
0.1%
3
|
12
|
Type
Of Reporting Person (See Instructions)
BD
|
CUSIP
No. 45812P107
|
13G
|
Page
4
|
1
|
Name
of Reporting Persons.
I.R.S.
Identification Nos. of above person (entities only)
B
Riley & Co. Retirement Trust
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [
]
(b) [X]
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization
Delaware
|
Number of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5
|
Sole
Voting Power
338
|
6
|
Shared
Voting Power
-0-
|
7
|
Sole
Dispositive Power
|
8
|
Shared
Dispositive Power
-0-
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
10
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[
]
|
11
|
Percent
of Class Represented by Amount in Row (9)
0.0%
3
|
12
|
Type
Of Reporting Person (See Instructions)
EP
|
CUSIP
No. 45812P107
|
13G
|
Page
5
|
|
|
|
|
1
|
Name
of Reporting Persons.
I.R.S.
Identification Nos. of above person (entities only)
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [
]
(b) [X]
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization
|
Number of Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5
|
Sole
Voting Power
20,695
4
|
6
|
Shared
Voting Power
916
5
|
7
|
Sole
Dispositive Power
|
8
|
Shared
Dispositive Power
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
10
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
11
|
Percent
of Class Represented by Amount in Row (9)
|
12
|
Type
Of Reporting Person (See Instructions)
|
———————
4
Because
Riley Investment Management LLC has sole voting and investment power over
security holdings of 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 4,977 shares held in managed accounts by its
investment advisory clients. Includes 338 shares owned by B. Riley & Co.
Retirement Trust. Because Mr. Riley, in his role as Trustee of the B. Riley
& Co. Retirement Trust, controls its voting and investment decisions, Mr.
Riley may be deemed to have beneficial ownership of the 338 shares owned by B.
Riley & Co. Retirement Trust. B. Riley & Co., LLC owns 15,380
shares of Common Stock. Mr. Riley is the Chairman and sole indirect equity
owner of B. Riley & Co., LLC.
5
Riley
Investment Management LLC has shared voting and dispositive power over 916
shares of Common Stock held by its investment advisory clients, 67 of which are
held in managed 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 the investment advisory
clients, Mr. Riley disclaims beneficial ownership of the non-affiliated
shares.
CUSIP
No. 45812P107
|
13G
|
Page
6
|
ITEM
1.
(a) Name
of Issuer:
Integrated
Silicon Solution, Inc.
(b)
Address of Issuer's Principal Executive Offices:
1940
Zanker Road, San Jose, California 95112
ITEM
2.
(a) Name
of Person Filing:
|
1.
|
Riley
Investment Management LLC (Delaware limited liability company)
Bryant
Riley (individual residing in California)
|
|
|
|
|
2.
|
B.
Riley & Co., LLC Inc. (Delaware broker-dealer)
B. Riley & Co.
Retirement Trust
|
(b)
Address of Principal Business Office, or if None, Residence:
|
1.
|
11100
Santa Monica Blvd.
Suite 810
Los Angeles, CA
90025
|
|
|
|
|
2.
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA
90025
|
(c)
Citizenship:
(d) Title
of Class of Securities:
(e) CUSIP
Number:
ITEM
3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
(a)
|
[_]
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
[_]
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
[_]
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
[_]
|
Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
|
|
(e)
|
[_]
|
An
investment adviser in accordance
with ss.240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
[_]
|
An
employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
[_]
|
A
parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
[_]
|
A
savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C.
1813);
|
|
(i)
|
[_]
|
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)
|
[_]
|
Group,
in accordance with
ss.240.13d-1(b)(1)(ii)(J).
|
CUSIP
No. 45812P107
|
13G
|
Page
7
|
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
For each
Reporting Person:
(a)
Amount beneficially owned: Please see Line 9 on the cover sheet for each
reporting person (including footnotes thereto).
(b)
Percent of class: Please see Line 11 on the cover sheet for each reporting
person (including footnotes thereto).
(c)
Number of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: Please see Line 5 on the cover
sheet for each reporting person (including footnotes thereto).
(ii)
Shared power to vote or to direct the vote: Please see Line 6 on the
cover sheet for each reporting person (including footnotes
thereto).
(iii)
Sole power to dispose or to direct the disposition of: Please see
Line 7 on the cover sheet for each reporting person (including footnotes
thereto).
(iv)
Shared power to dispose or to direct the disposition of: Please see
Line 8 on the cover sheet for each reporting person (including footnotes
thereto).
CUSIP
No. 45812P107
|
13G
|
Page
8
|
ITEM
5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Ownership
of Five Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [X].
Instruction
: Dissolution of a
group requires a response to this item.
ITEM
6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
ITEM
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
ITEM
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
ITEM
9. NOTICE OF DISSOLUTION OF GROUP.
ITEM
10. CERTIFICATIONS.
(b) The
following certification shall be included if the statement is filed pursuant to
§240.13d-1(c):
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
|
|
|
CUSIP
No. 45812P107
|
13G
|
Page
9
|
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:
January 16, 2009
|
|
|
|
Riley
Investment Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Bryant R. Riley
|
|
|
Bryant
R. Riley, Managing Member
|
|
|
|
|
B.
Riley & Co. Retirement Trust
|
|
|
|
|
|
|
|
By:
|
/s/
Bryant R. Riley
|
|
|
Bryant
R. Riley, Trustee
|
|
|
|
|
B.
Riley & Co., LLC
|
|
|
|
|
|
|
|
By:
|
/s/
Bryant R. Riley
|
|
|
Bryant
R. Riley, Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Bryant R. Riley
|
|
|
Bryant
R. Riley
|
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