SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Becker Drapkin Management, L.P. (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/08/2010	3. Issuer Name and Ticker or Trading Symbol NAVARRE CORP /MN/ [ NAVR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	862,389	I(1)	See Footnotes (5) and (6)(5)(6)
Common Stock	106,579	I(2)	See Footnotes (5) and (6)(5)(6)
Common Stock	610,383	I(3)	See Footnotes (5) and (6)(5)(6)
Common Stock	2,042,350	I(4)	See Footnotes (5) and (6)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	09/21/2006	09/21/2011	Common Stock	126,707	$5	I(7)	See Footnotes (5) and (6)(5)(6)
Warrant	09/21/2006	09/21/2011	Common Stock	16,150	$5	I(8)	See Footnotes (5) and (6).(5)(6)

1. Name and Address of Reporting Person* Becker Drapkin Management, L.P. (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group

1. Name and Address of Reporting Person* BECKER DRAPKIN PARTNERS (QP), L.P. (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group

1. Name and Address of Reporting Person* BECKER DRAPKIN PARTNERS, L.P. (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group

1. Name and Address of Reporting Person* BD Partners II, L.P. (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group

1. Name and Address of Reporting Person* BC Advisors LLC (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group

1. Name and Address of Reporting Person* Becker Steven R (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group

1. Name and Address of Reporting Person* Drapkin Matthew A (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) 10% Group

Explanation of Responses:

1. Represents shares of common stock, par value $0.01 per share, of Navarre Corporation (the "Common Stock") directly beneficially owned by Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP").

2. Represents shares of Common Stock directly beneficially owned by Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.").

3. Represents shares of Common Stock directly beneficially owned by BD Partners II, L.P. ("BD Partners II").

4. Represents shares of Common Stock beneficially owned by Becker Drapkin Management, L.P. ("BD Management"), as investment manager for a managed account, and in which BD Management has a pecuniary interest as a result of performance related fees.

5. BD Management, as the general partner of, and investment manager for, Becker Drapkin QP, Becker Drapkin, L.P. and BD Partners II may be deemed to beneficially own the securities described in footnotes (1), (2), (3), (7) and (8). BC Advisors, LLC ("BCA"), as the general partner of BD Management; and Steven R. Becker ("Mr. Becker") and Matthew A. Drapkin ("Mr. Drapkin"), as the sole members and co-managing members of BCA and limited partners of BD Management, may in each case be deemed to be beneficial owners of the securities described in footnotes (1), (2), (3), (4), (7) and (8). In addition, each reporting owner may be deemed to beneficially own more than 10% of the Common Stock under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as a result of being deemed a member of a group under Sections 13(d)(3) and 13(d)(5) of the Exchange Act. (Continued in Footnote 6.)

6. BD Management disclaims any beneficial ownership of the Common Stock and warrants described in footnotes (1), (2), (3), (7) and (8), except to the extent of any pecuniary interest therein. Becker Drapkin QP disclaims beneficial ownership of the Common Stock and warrants described in footnotes (2), (3), (4) and (8). Becker Drapkin, L.P. disclaims beneficial ownership of the Common Stock and warrants described in footnotes (1), (3), (4) and (7). BD Partners II disclaims beneficial ownership of the Common Stock and warrants described in footnotes (1), (2), (4), (7) and (8). BCA disclaims beneficial ownership of all of the Common Stock and warrants listed herein, except to the extent of any pecuniary interest therein. Mr. Becker and Mr. Drapkin disclaim beneficial ownership of all of the Common Stock and warrants described herein, except to the extent of any pecuniary interest therein.

7. Represents warrants to buy Common Stock directly beneficially owned by Becker Drapkin QP.

8. Represents warrants to buy Common Stock directly beneficially owned by Becker Drapkin, L.P.

Remarks:

	See Exhibit 99.1	11/18/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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