- Amended Statement of Beneficial Ownership (SC 13D/A)

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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. 7) 1

DDi CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

233162502

(CUSIP Number)

Riley Investment Management LLC

Attn:  Bryant R. Riley

11100 Santa Monica Blvd.

Suite 800

Los Angeles, CA 90025

[phone]

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

April 20, 2012

(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(e), 13d-1(f) or 13d-1(g), check the following box:  o

 

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)

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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).

 

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CUSIP No.  233162502

13D

Page 2

 

 

1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON   Riley Investment Partners, L.P.
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)       [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF                                SHARES		7	SOLE VOTING POWER   -0-
BENEFICIALLY   OWNED BY		8	SHARED VOTING POWER   -0-
EACH   REPORTING		9	SOLE DISPOSITIVE POWER   -0-
PERSON   WITH		10	SHARED DISPOSITIVE POWER   -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*  [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0 % 1
14	TYPE OF REPORTING PERSON*   PN

 

 

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CUSIP No.  233162502

13D

Page 3

 

 

1	NAME OF REPORTING PERSON S.S. OR IRS. 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)       [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF                                SHARES		7	SOLE VOTING POWER   550,198
BENEFICIALLY   OWNED BY		8	SHARED VOTING POWER   0
EACH   REPORTING		9	SOLE DISPOSITIVE POWER   550,198
PERSON   WITH		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   550,198
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*  [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.7 % 1
14	TYPE OF REPORTING PERSON*   IA

_____________________  

1 Based on 20,476,349 shares of common stock of DDi CORP. (the “Issuer”) outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 17, 2012.

 

 

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CUSIP No.  233162502

13D

Page 4

 

 

1	NAME OF REPORTING PERSON S.S. OR IRS. 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)       [_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF                                SHARES		7	SOLE VOTING POWER   -0-
BENEFICIALLY   OWNED BY		8	SHARED VOTING POWER   -0-
EACH   REPORTING		9	SOLE DISPOSITIVE POWER   -0-
PERSON   WITH		10	SHARED DISPOSITIVE POWER   -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0 % 1
14	TYPE OF REPORTING PERSON*   BD

__________________

1 Based on 20,476,349 shares of common stock of DDi CORP. (the “Issuer”) outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 17, 2012.

 

 

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CUSIP No.  233162502

13D

Page 5

 

 

1	NAME OF REPORTING PERSON S.S. OR IRS. 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 IF 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		7	SOLE VOTING POWER   -0-
BENEFICIALLY   OWNED BY		8	SHARED VOTING POWER   -0-
EACH   REPORTING		9	SOLE DISPOSITIVE POWER   -0-
PERSON   WITH		10	SHARED DISPOSITIVE POWER   -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*  [_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0 % 1
14	TYPE OF REPORTING PERSON*   EP

___________________

1 Based on 20,476,349 shares of common stock of DDi CORP. (the “Issuer”) outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 17, 2012.

 

 

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CUSIP No.  233162502

13D

Page 6

 

 

1	NAME OF REPORTING PERSON S.S. OR IRS. 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 IF 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		7	SOLE VOTING POWER   591,467 2
BENEFICIALLY   OWNED BY		8	SHARED VOTING POWER   0
EACH   REPORTING		9	SOLE DISPOSITIVE POWER   591,467 2
PERSON   WITH		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   591,467 2
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*  [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.0% 1
14	TYPE OF REPORTING PERSON*   IN

______________

1 Based on 20,476,349 shares of common stock of DDi CORP. (the “Issuer”) outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 17, 2012.

 

2   Because 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 550,198 shares held in managed accounts of its investment advisory clients.  Includes 669 shares directly owned by Mr. Riley.  Includes options exercisable to purchase 40,600 shares of Common Stock held by Mr. Riley.

 

 

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CUSIP No.  233162502

13D

Page 7

 

 

Item 5.

Interest in Securities of the Issuer

 

(c)           The aggregate percentage of Shares reported owned by each person named herein is based upon 20,476,349 Shares outstanding as of February 15, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 17, 2012.

As of the close of business on April 27, 2012, RIP beneficially owned 0 Shares, representing approximately 0% of the Shares outstanding.

As of the close of business on April 27, 2012, RIM beneficially owned 550,198 Shares held in certain managed accounts of its investment advisory clients, representing approximately 2.7% of the Shares outstanding.  Mr. Riley, as the manager and owner of all of the outstanding membership interests of RIM, may be deemed to beneficially own the 550,198 Shares beneficially owned by RIM, representing approximately 2.7% of the Shares outstanding.  RIM and Mr. Riley disclaim beneficial ownership of the Shares held in the managed accounts except to the extent of their pecuniary interest therein.

 

As of the close of business on April 27, 2012, BRC beneficially owned 0 Shares, representing approximately 0% of the Shares outstanding.  Mr. Riley, as the Chairman and owner of all of the outstanding membership interests of BRC, may be deemed to beneficially own such Shares.

 

As of the close of business on April 27, 2012, Mr. Riley directly owned 669 Shares, representing approximately 0.003% of the Shares outstanding, and Mr. Riley directly owned options exercisable to purchase 40,600 Shares of Common Stock held by Mr. Riley, representing approximately 0.2% of the shares outstanding.

 
 

 

 

 

 

 

 

 

 

 

 

 

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CUSIP No.  233162502

13D

Page 8

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: April 30, 2012

	Riley Investment Partners, L.P.
		By: Riley Investment Management, its General Partner
	By:	/s/ B RYANT R. R ILEY
		Bryant R. Riley, Managing Member
	Riley Investment Management, LLC
	By:	/s/ B RYANT R. R ILEY
		Bryant R. Riley, Managing Member
	B. Riley & Co., LLC
	By:	/s/ B RYANT R. R ILEY
		Bryant R. Riley, Chairman
	B. Riley & Co. Retirement Trust
	By:	/s/ B RYANT R. R ILEY
		Bryant R. Riley, Trustee
	By:	/s/ B RYANT R. R ILEY
		Bryant R. Riley

 

 

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