<SEC-DOCUMENT>0001026505-12-000002.txt : 20120214
<SEC-HEADER>0001026505-12-000002.hdr.sgml : 20120214
<ACCEPTANCE-DATETIME>20120214165809
ACCESSION NUMBER:		0001026505-12-000002
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20120214
DATE AS OF CHANGE:		20120214

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AKIN THOMAS B
		CENTRAL INDEX KEY:			0001026505
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	MAIL ADDRESS:	
		STREET 1:		2400 BRIDGEWAY # 200
		STREET 2:		SUITE 200
		CITY:			SAUSALITO
		STATE:			CA
		ZIP:			94965

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CROSSROADS SYSTEMS INC
		CENTRAL INDEX KEY:			0001093207
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				742846643
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-57603
		FILM NUMBER:		12612065

	BUSINESS ADDRESS:	
		STREET 1:		11000 NORTH MOPAC EXPRESSWAY
		CITY:			AUSTIN
		STATE:			TX
		ZIP:			78759
		BUSINESS PHONE:		5123490300

	MAIL ADDRESS:	
		STREET 1:		11000 NORTH MOPAC EXPRESSWAY
		STREET 2:		.
		CITY:			AUSTIN
		STATE:			TX
		ZIP:			78759
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>CRDS.SC13G.2.14.2012.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

CROSSROADS SYSTEMS INC.
(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)

22765D2099
(CUSIP number)

Thomas B. Akin
Talkot Capital, LLC
2400 Bridgeway, Suite 300
Sausalito, CA 94965
415-332-3760
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

December 31, 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:

[ ] Rule 13d - 1(b)

[X] 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 disclosures provided in a prior cover page.

The information required on the remainder of this page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1
934 ("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. 22765D2099


1	NAME OF REPORTING PERSON
	IRS IDENTIFICATION NO. OF ABOVE PERSON

	Thomas Bruce Akin
-----------------------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)	 / /
                                                                (b)      / /
-----------------------------------------------------------------------------
3	SEC USE ONLY
-----------------------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

  	United States of America
-----------------------------------------------------------------------------
NUMBER OF            5 	SOLE VOTING POWER
SHARES                  293,963
BENEFICIALLY         --------------------------------------------------------
OWNED BY             6	SHARED VOTING POWER
EACH                    699,876
REPORTING            --------------------------------------------------------
PERSON               7	SOLE DISPOSITIVE POWER
WITH                    293,963
                     --------------------------------------------------------
                     8	SHARED DISPOSITIVE POWER
                        699,876
-----------------------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        293,963
-----------------------------------------------------------------------------
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
   	CERTAIN SHARES*	                                                 / /
-----------------------------------------------------------------------------
11 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

        2.69%
-----------------------------------------------------------------------------
12	TYPE OF REPORTING PERSON*

	IN


CUSIP No. 22765D2099


1	NAME OF REPORTING PERSON
	IRS IDENTIFICATION NO. OF ABOVE PERSON

	Talkot Fund, L.P.
	91-1804621
-----------------------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)   / /
                                                                   (b)   / /
-----------------------------------------------------------------------------
3	SEC USE ONLY
-----------------------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

  	California
-----------------------------------------------------------------------------
NUMBER OF           5 	SOLE VOTING POWER
SHARES                  405,913
BENEFICIALLY        ---------------------------------------------------------
OWNED BY            6	SHARED VOTING POWER
EACH                    -0-
REPORTING           ---------------------------------------------------------
PERSON              7	SOLE DISPOSITIVE POWER
WITH                    405,913
                    ---------------------------------------------------------
                    8	SHARED DISPOSITIVE POWER
                        -0-
-----------------------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        405,913
-----------------------------------------------------------------------------
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
   	CERTAIN SHARES*	                                   	         / /
-----------------------------------------------------------------------------
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

        3.72%
-----------------------------------------------------------------------------
12	TYPE OF REPORTING PERSON

  	PN


ITEM 1(a).	Name of Issuer:

		Crossroads Systems Inc.

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

		11000 North Mopac Expressway
		Austin, TX 78759
		United States


Item 2(a).	Name of Person Filing:
		This Statement on Schedule 13G is being filed on behalf of
		the following persons (each, a 'Reporting Person' and
		collectively, the 'Reporting Persons'):

		Thomas B. Akin
		Talkot Fund, L.P.

Item 2(b).	Address of Principal Business Office or, if none, Residence:

		The principal business address of each reporting person is
		2400 Bridgeway, Suite 300, Sausalito, CA 94965.

Item 2(c).	Citizenship:

		USA

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

		Common Stock, $0.01 par value per share

Item 2(e).	CUSIP Number:

		22765D2099


Item 3.		If this statement is filed pursuant to Rule 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
		(b)[ ] Bank as defined in section 3(a)(6) of the Act
		(c)[ ] Insurance Company as defined in section 3(a)(19) of
			the Act
		(d)[ ] Investment Company registered under section 8 of
			the Investment Company Act of 1940
		(e)[ ] An Investment Adviser in accordance with Rule
			13d-1(b)(1)(ii)(E)
		(f)[ ] An Employee Benefit Plan or Endowment Fund in
			accordance with Rule 13d-1(b)(1)(ii)(F)
		(g)[ ] A Parent Holding Company or Control Person in
			accordance with Rule 13d-1(b)(ii)(G)
		(h)[ ] A Savings Association as defined in Section 3(b) of
			the Federal Deposit Insurance Act
		(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
		(j)[ ] Group, in accordance with 13d-1(b)(1)(ii)(J)


Item 4.		Ownership:

	For each Reporting Person:

	(a)	Amount Beneficially Owned:

	Thomas B. Akin and Talkot Fund, L.P. beneficially own 699,876
	shares of Common Stock.  Of such 699,876 shares of Common Stock,
	Thomas B. Akin directly beneficially owns 293,963 shares of Common
	Stock, and Talkot Fund, L.P. directly beneficially owns 405,913
	shares of Common Stock.

	(b)	Percent of Class:

		6.41%

	This percentage is based on 10,922,938 shares of Common Stock
	issued and outstanding as of October 14, 2011, as reported in Form
	10-Q filed with the Securities and Exchange Commission (the
	"Commission") on October 14, 2011.

	(c)	Number of shares to which each Reporting Person has:


		(i)	Sole power to vote or direct the vote:
			-0-

		(ii)	Shared power to vote or direct the vote:
			699,876

		(iii)	Sole power to dispose or to direct the
			disposition of:
			-0-

		(iv)	Shared power to dispose of or direct the
			disposition of:
			699,876


Item 5.		Ownership of Five Percent or Less of a Class:

		Not applicable.


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

		Not applicable.


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

		Not applicable.


Item 8.		Identification and Classification of Members of the Group:

		Not applicable.


Item 9.		Notice of Dissolution of Group:

		Not applicable.


Item 10.	Certification:

		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.


SIGNATURE

After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.

DATED: February 14, 2012


/s/ Thomas Bruce Akin
Thomas Bruce Akin


TALKOT FUND, L.P.


By:  /s/  Thomas Bruce Akin
Thomas Bruce Akin, Managing General Partner
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>