UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

ALLOT COMMUNICATIONS, LTD.

(Name of Issuer)

Ordinary Shares, par value NIS 0.10

(Title of Class of Securities)

M0854Q105

(CUSIP Number)

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 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).

13G/A Page 2 of 4 Pages

CUSIP No. M0854Q105
1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brookside Capital Trading Fund, L.P.
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER     3,081,549 shares
		6.	SHARED VOTING POWER     0
		7.	SOLE DISPOSITIVE POWER     3,081,549 shares
		8.	SHARED DISPOSITIVE POWER     0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,081,549 shares
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     10.29%
12.	TYPE OF REPORTING PERSON*     PN

Page 2 of 4 Pages

Item 1	(a).	Name of Issuer
		The name of the issuer to which this filing on Schedule 13G/A relates is Allot Communications, Ltd. (the “Company”).
Item 1	(b).	Address of Issuer’s Principal Executive Offices
		The principal executive offices of the Company are located at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod – Hasharon 45240, Israel.
Item 2	(a).	Name of Person Filing
		This Statement is being filed on behalf of Brookside Capital Trading Fund, L.P., a Delaware limited partnership (the “Brookside Fund”). Brookside Capital Investors II, L.P., a Delaware limited partnership (“Brookside Investors II”) is the sole general partner of the Brookside Fund. Brookside Capital Management, LLC, a Delaware limited liability company (“Brookside Management”), is the sole general partner of Brookside Investors II.
Item 2	(b).	Address of Principal Business Office or, if none, Residence
		The principal business address of each of the Brookside Fund, Brookside Investors, Brookside Management and is c/o John Hancock Tower, 200 Clarendon Street, Boston MA 02116.
Item 2	(c).	Citizenship
		Each of the Brookside Fund, Brookside Investors and Brookside Management is organized under the laws of the State of Delaware.
Item 2	(d).	Title of Class of Securities
		The class of equity securities of the Company to which this filing on Schedule 13G/A relates is Ordinary Shares, par value NIS 0.10 (“Ordinary Shares”).
Item 2	(e).	CUSIP Number
		The CUSIP number of the Company’s Ordinary Shares is M0854Q105.
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:  Not applicable.
	(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. 73c).
	(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).
	(e)	¨	An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	¨	A savings association 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).
		x	If this statement is filed pursuant to §240.13d-1(c), check this box.

Page 3 of 4 Pages

Item 4.	Ownership
Item 4	(a).	Amount beneficially owned
		As of the close of business on December 31, 2011, the Brookside Fund owned 3,081,549 Ordinary Shares. The Brookside Fund acts by and through its general partner, Brookside Investors II. Brookside Investors II acts by and through its general partner, Brookside Management. Mr. Domenic J. Ferrante is the managing member of Brookside Management and thus is the controlling person of Brookside Management. No person other than the respective owner referred to herein of the Ordinary Shares is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such Ordinary Shares.
Item 4	(b).	Percent of Class
		As of the close of business on December 31, 2010, the Brookside Fund owned 10.29% of the Ordinary Shares of the Company. The aggregate percentage of Ordinary Shares reported owned by the Brookside Fund is based upon 29,921,911 Ordinary Shares outstanding, which is the total number of Ordinary Shares outstanding as of November 9, 2011, based on representations made in the Company’s Form 424B5 filed November 9, 2011 with the Securities and Exchange Commission.
Item 4	(c).	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote: 3,081,549 Ordinary Shares
		(ii)	shared power to vote or to direct the vote: 0 Ordinary Shares
		(iii)	sole power to dispose or to direct the disposition of: 3,081,549 Ordinary Shares
		(iv)	shared power to dispose or to direct the disposition of: 0 Ordinary 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 certifies that, to the best of its 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.

Dated: February 14, 2012

BROOKSIDE CAPITAL TRADING FUND, L.P.
By:	/s/ William E. Pappendick IV
	Name: William E. Pappendick IV
	Title: Managing Director

Page 4 of 4 Pages