Converted by EDGARwiz

-----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, JexzqPp94MPQzYXKJofCtsdDc6Z57R6hfx/AE1/rpv0WIjUQLY9YAPwOaRjH5lJn NwBknSe1/WFUAvVE9r/aQQ== 0001116502-08-000267.txt : 20080214 0001116502-08-000267.hdr.sgml : 20080214 20080214172058 ACCESSION NUMBER: 0001116502-08-000267 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: B. RILEY AND CO. RETIREMENT TRUST GROUP MEMBERS: B. RILEY AND CO., LLC GROUP MEMBERS: BRYANT RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC GROUP MEMBERS: RILEY INVESTMENT PARTNERS MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IOMEGA CORP CENTRAL INDEX KEY: 0000352789 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 860385884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1108 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35972 FILM NUMBER: 08619091 BUSINESS ADDRESS: STREET 1: 10955 VISTA SORRENTO PARKWAY, CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 314-7000 MAIL ADDRESS: STREET 1: 4059 SOUTH 1900 WEST CITY: ROY STATE: UT ZIP: 84067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riley Investment Partners Master Fund, L.P. CENTRAL INDEX KEY: 0001385084 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G/A 1 iomsc13ga3.htm AMENDMENT NO. 3 TO FORM SC 13G Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Iomega Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

462030305

(CUSIP Number)

December 31, 2007

(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 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).


CUSIP No. 462030305


1	Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) Riley Investment Partners Master Fund, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares		5	Sole Voting Power 2,285,147
Beneficially Owned by		6	Shared Voting Power -0-
Each Reporting		7	Sole Dispositive Power 2,285,147
Person With		8	Shared Dispositive Power -0-
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,285,147
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 4.2%¹
12	Type Of Reporting Person (See Instructions) PN

———————

Based on 54,763,820 shares of common stock of Iomega Corporation (the “Issuer”) outstanding at October 31, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 8, 2007.


CUSIP No. 462030305


1	Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) Riley Investment Management LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares		5	Sole Voting Power 3,118,170²
Beneficially Owned by		6	Shared Voting Power 2,969,182³
Each Reporting		7	Sole Dispositive Power 3,118,170²
Person With		8	Shared Dispositive Power 2,969,182³
9	Aggregate Amount Beneficially Owned by Each Reporting Person 5,344,749³
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X]
11	Percent of Class Represented by Amount in Row (9) 9.8%¹
12	Type Of Reporting Person (See Instructions) IA

———————

Because Riley Investment Management LLC has sole investment and voting power over 2,285,147 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. and 833,023 shares held in managed accounts by its investment advisory clients, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.


CUSIP No. 462030305


1	Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) B. Riley & Co. Retirement Trust
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization United States
Number of Shares		5	Sole Voting Power 2,600
Beneficially Owned by		6	Shared Voting Power 0
Each Reporting		7	Sole Dispositive Power 2,600
Person With		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,600
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 0.0%¹
12	Type Of Reporting Person (See Instructions) EP

———————


CUSIP No. 462030305


1	Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) B. Riley & Co., LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares		5	Sole Voting Power 599
Beneficially Owned by		6	Shared Voting Power 38,000¹
Each Reporting		7	Sole Dispositive Power 599
Person With		8	Shared Dispositive Power 38,000¹
9	Aggregate Amount Beneficially Owned by Each Reporting Person 38,599
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 0.1%²
12	Type Of Reporting Person (See Instructions) BD

———————

B. Riley & Co., LLC has shared voting and dispositive power over 38,000 shares of Common Stock held by a managed account, with which it is indirectly affiliated.


CUSIP No. 462030305


1	Name of Reporting Persons. I.R.S. Identification Nos. of above person (entities only) Bryant Riley
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Citizenship or Place of Organization United States
Number of Shares		5	Sole Voting Power 3,315,770²
Beneficially Owned by		6	Shared Voting Power 3,007,781³
Each Reporting		7	Sole Dispositive Power 3,315,770²
Person With		8	Shared Dispositive Power 3,007,781³
9	Aggregate Amount Beneficially Owned by Each Reporting Person 5,570,948^2,3
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X]
11	Percent of Class Represented by Amount in Row (9) 10.2%¹
12	Type Of Reporting Person (See Instructions) IN

———————

Because Riley Investment Management LLC has sole voting and investment power over security holdings of Riley Investment Partners Master Fund, L.P.’s and certain managed accounts of its investment advisory clients and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of the 2,285,147 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. and 833,023 shares held in managed accounts by its investment advisory clients. Includes 2,600 shares owned by B. Riley & Co. Retirement Trust. Because Mr. Riley, in his role as Trustee of the B. Riley & Co. Retirement Trust, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of the shares owned by B. Riley & Co. Retirement Trust. Includes 10,000 shares of Common Stock owned by custodial accoun ts of Mr. Riley’s children. Although Mr. Riley controls voting and investment decisions in his role as custodian for the children’s accounts, Mr. Riley disclaims beneficial ownership of these shares. Includes 185,000 shares held by Mr. Riley.

Riley Investment Management LLC has shared voting and dispositive power over 2,969,182 shares of Common Stock of its investment advisory clients, 2,226,579 of which are held in managed accounts indirectly affiliated with Mr. Riley or Riley Investment Partners Master Fund, L.P. Mr. Riley, in his role as the sole manager of Riley Investment Management LLC controls its voting and investment decisions. However, Mr. Riley disclaims beneficial ownership if the non-affiliated shares B. Riley & Co., LLC has sole voting and dispositive power over 599 shares of Common Stock and shared voting and dispositive power over 38,000 shares of Common Stock. Mr. Riley is the Chairman and sole indirect equity owner of B. Riley & Co., LLC.


CUSIP No. 462030305

Item 1.

(a)

Name of Issuer

Iomega Corporation

(b)

Address of Issuer’s Principal Executive Offices

10955 Vista Sorrento Parkway

San Diego, CA 92130

Item 2.

Riley Investment Partners Master Fund, L.P. (Cayman Islands limited partnership)
Riley Investment Management LLC (Delaware limited liability company)
Bryant Riley (individual residing in California)

B. Riley & Co. Retirement Trust (employee benefit plan)
B. Riley & Co., LLC

(b)

Address of Principal Business Office or, if none, Residence

11100 Santa Monica Blvd.
Suite 810
Los Angeles, CA 90025

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

462030305

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).

(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);

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


CUSIP No. 462030305



(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.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For each Reporting Person:

(a)

Amount beneficially owned: Please see Line 9 on the cover sheet for each reporting person (including footnotes thereto).

(b)

Percent of class: Please see Line 11 on the cover sheet for each reporting person (including footnotes thereto).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: Please see Line 5 on the cover sheet for each reporting person (including footnotes thereto).

(ii)

Shared power to vote or to direct the vote: Please see Line 6 on the cover sheet for each reporting person (including footnotes thereto).

(iii)

Sole power to dispose or to direct the disposition of: Please see Line 7 on the cover sheet for each reporting person (including footnotes thereto).

(iv)

Shared power to dispose or to direct the disposition of: Please see Line 8 on the cover sheet for each reporting person (including footnotes thereto).


CUSIP No. 462030305

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 [ ].

Instruction: Dissolution of a group requires a response to this item.

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

(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

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.


CUSIP No. 462030305

SIGNATURE

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: February 14, 2008


	Riley Investment Partners Master Fund, L.P.
		By: Riley Investment Management, its General Partner

	By:	/s/ BRYANT R. RILEY
		Bryant R. Riley, Managing Member


	Riley Investment Management, LLC

	By:	/s/ BRYANT R. RILEY
		Bryant R. Riley, Managing Member


	B. Riley & Co. Retirement Trust

	By:	/s/ BRYANT R. RILEY
		Bryant R. Riley, Managing Member


	B. Riley & Co., LLC

	By:	/s/ BRYANT R. RILEY
		Bryant R. Riley, Chairman



	By:	/s/ BRYANT R. RILEY
		Bryant R. Riley

-----END PRIVACY-ENHANCED MESSAGE-----