<SEC-DOCUMENT>0001044797-11-000008.txt : 20110629
<SEC-HEADER>0001044797-11-000008.hdr.sgml : 20110629
<ACCEPTANCE-DATETIME>20110629145541
ACCESSION NUMBER:		0001044797-11-000008
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20110629
DATE AS OF CHANGE:		20110629

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KENDLE INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001039151
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
		IRS NUMBER:				311274091
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-52911
		FILM NUMBER:		11938603

	BUSINESS ADDRESS:	
		STREET 1:		441 VINE ST
		STREET 2:		SUITE 500
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45202-2902
		BUSINESS PHONE:		5137631414

	MAIL ADDRESS:	
		STREET 1:		441 VINE STREET
		STREET 2:		SUITE 500
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45202-2902

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NEW SOUTH CAPITAL MANAGEMENT INC
		CENTRAL INDEX KEY:			0001044797
		IRS NUMBER:				621237220
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		1100 RIDGEWAY LOOP ROAD
		STREET 2:		SUITE 444
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38120
		BUSINESS PHONE:		9017615561

	MAIL ADDRESS:	
		STREET 1:		1100 RIDGEWAY LOOP RD
		STREET 2:		SUITE 444
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38120
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>kndltwo.txt
<DESCRIPTION>SCHEDULE 13G
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

(Amendment No. Two)*


Kendle International
(Name of Issuer)


Common Stock
(Title of Class of Securities)


48880L107
(Cusip Number)


June 28, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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).


1.  NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON:

NewSouth Capital Management, Inc.
Tax ID #: 62-1237220

2.	 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ]
                                                        (b)[ ]

3.	 SEC USE ONLY

4.	 CITIZENSHIP OR PLACE OF ORGANIZATION
    	 Tennessee


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:

5.	SOLE VOTING POWER
	None


6.	SHARED VOTING POWER
	None


7.	SOLE DISPOSITIVE POWER
	None


8.	SHARED DISPOSITIVE POWER
      None


9.	AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING
        PERSON
      None


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
        CERTAIN SHARES
        N/A


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      0.0%

12.	TYPE OF REPORTING PERSON*
        I/A


Item 1. (a)  Name of Issuer:

         Kendle International, Inc.


Item 1. (b)  Address of Issuer's Principal Executive
             Offices:

		 441 Vine Street
		 500 Carew Tower
		 Cincinnati, OH  45202


Item 2. (a)  Name of Person Filing:

             NewSouth Capital Management, Inc.


Item 2. (b)  Address of Principal Business Office:

             1100 Ridgeway Loop Rd. Suite 444
             Memphis, TN  38120


Item 2. (c) Citizenship:

            USA


Item 2. (d) Title of Class of Securities:

		Common Stock


Item 2. (e) CUSIP Number:

		48880L107


Item 3. (e) /x/ Investment Adviser registered under Section
		203 of the Investment Advisers Act of 1940

Item 4.  Ownership:

(a)	Amount Beneficially Owned:
        None
(b)	Percent of Class:
        0.0%
(c)	Number of Shares as to which such person has:
(i)	Sole Power to vote or to direct the
        vote:	None
(ii)	Shared Power to vote or to direct the
        vote:	None
(iii)	Sole Power to dispose or to direct the
        disposition of:	None
(iv)	Shared Power to dispose or to direct
        the disposition of:	None


Item 5. 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]

Item 6.  Ownership of More than Five Percent on Behalf of
         Another Person:  N/A

Item 7.  Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company:  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:

By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.

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:	06/29/2011 as of 06/28/2011


Signature:__________________________

Name: 	David M. Newman
Title:	Vice President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>