silicongraph13g.htm - Generated by SEC Publisher for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MsglaECvHa9qszvvCNLuPXj0xki2UKVulOzkrwBMo+DV4T5EXisDNALqJJCsJ/Ow BxM5R4pQr57pxma4OONPhQ== 0000906344-10-000004.txt : 20100129 0000906344-10-000004.hdr.sgml : 20100129 20100129134545 ACCESSION NUMBER: 0000906344-10-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100129 DATE AS OF CHANGE: 20100129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Silicon Graphics International Corp CENTRAL INDEX KEY: 0001316625 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 320047154 STATE OF INCORPORATION: DE FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81693 FILM NUMBER: 10556956 BUSINESS ADDRESS: STREET 1: 46600 LANDING PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 408-240-8300 MAIL ADDRESS: STREET 1: 46600 LANDING PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 FORMER COMPANY: FORMER CONFORMED NAME: Rackable Systems, Inc. DATE OF NAME CHANGE: 20050203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEELHEAD PARTNERS LLC CENTRAL INDEX KEY: 0001133521 IRS NUMBER: 911740598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1301 FIRST AVENUE STREET 2: STE 201 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066892450 MAIL ADDRESS: STREET 1: 1301 FIRST AVENUE STREET 2: STE 201 CITY: SEATTLE STATE: WA ZIP: 98101 SC 13G 1 silicongraph13g.htm SCH 13G (01/29/10) silicongraph13g.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934*

Silicon Graphics International Corp.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

82706L108

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

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

ý 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)	Names of Reporting Persons.				STEELHEAD PARTNERS, LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)					(a) £ (b) £
(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		1,542,902
			(6)	Shared Voting Power		0
			(7)	Sole Dispositive Power		1,542,902
			(8)	Shared Dispositive Power		0
(9)		Aggregate Amount Beneficially Owned by Each Reporting Person				1,542,902
(10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨
(11)		Percent of Class Represented by Amount in Row (9)				5.1%
(12)		Type of Reporting Person (See Instructions)				IA

(1)	Names of Reporting Persons.				JAMES MICHAEL JOHNSTON
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)					(a) £ (b) £
(3)	SEC Use Only
(4)	Citizenship or Place of Organization					United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			(5)	Sole Voting Power		0
			(6)	Shared Voting Power		1,542,902
			(7)	Sole Dispositive Power		0
			(8)	Shared Dispositive Power		1,542,902
(9)		Aggregate Amount Beneficially Owned by Each Reporting Person				1,542,902
(10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨
(11)		Percent of Class Represented by Amount in Row (9)				5.1%
(12)		Type of Reporting Person (See Instructions)				IN/HC

(1)	Names of Reporting Persons.				BRIAN KATZ KLEIN
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)					(a) £ (b) £
(3)	SEC Use Only
(4)	Citizenship or Place of Organization					United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			(5)	Sole Voting Power		0
			(6)	Shared Voting Power		1,542,902
			(7)	Sole Dispositive Power		0
			(8)	Shared Dispositive Power		1,542,902
(9)		Aggregate Amount Beneficially Owned by Each Reporting Person				1,542,902
(10)		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)				¨
(11)		Percent of Class Represented by Amount in Row (9)				5.1%
(12)		Type of Reporting Person (See Instructions)				IN/HC

Item 1(a). Name of Issuer:

Silicon Graphics International Corp.

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

46600 Landing Parkway

Fremont, CA 94538

Item 2(a). Names of Persons Filing:

Steelhead Partners, LLC (“Steelhead”)
James Michael Johnston
Brian Katz Klein

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

The business office address of each reporting persons is:

1301 First Avenue, Suite 201

Seattle, WA 98101.

Item 2(c). Citizenship:

Reference is made to Item 4 of pages 2–4 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

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

Common Stock, par value $0.001 per share

Item 2(e). CUSIP Number:

82706L108

Item 3. If this statement is filed pursuant to §§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).

ý (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

¨ (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

ý (g) A parent holding company or control person in accordance with § 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 §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Reference is hereby made to Items 5-9 and 11 of pages 2 - 4 of this Schedule, which Items are incorporated by reference herein.

The securities reported on this Schedule as beneficially owned by Steelhead (the “Securities”) are held by or for the benefit of certain client accounts. Steelhead, the general partner and/or investment manager of those client accounts, and each of J. Michael Johnson and Brian K. Klein, as the member-managers of Steelhead, may be deemed to beneficially own the Securities held by such client accounts for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that Steelhead, Mr. Johnston or Mr. Klein is, for any other purpose, the beneficial owner of any of the Securities, and each of Steelhead, Mr. Johnston and Mr. Klein disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

Under the definition of “beneficial ownership” in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entities might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

The calculation of percentage of beneficial ownership in item 11 of pages 2 - 4 was derived from the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2009, in which the Issuer stated that the number of shares of its common stock, $0.001 par value per share, outstanding as of November 2, 2009 was 30,336,997 shares.

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 the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 29, 2010

STEELHEAD PARTNERS, LLC

By: /s/ James Michael Johnston

James Michael Johnston
Its Member-Manager

JAMES MICHAEL JOHNSTON

/s/ James Michael Johnston

James Michael Johnston

BRIAN KATZ KLEIN

/s/ Brian Katz Klein

Brian Katz Klein

EXHIBIT INDEX

Exhibit A Joint Filing Undertaking Page 10

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated: January 29, 2010

STEELHEAD PARTNERS, LLC

By: /s/ James Michael Johnston

James Michael Johnston
Its Member-Manager

JAMES MICHAEL JOHNSTON

/s/ James Michael Johnston

James Michael Johnston

BRIAN KATZ KLEIN

/s/ Brian Katz Klein

Brian Katz Klein

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