United States Securities & Exchange Commission EDGAR 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, CdfGVNN9p9PA1gUbm+gpoc08ZXOW2HkdvyGkQDkmGb5gUFJBuZJu+qxBgpN+q15q UR8NkbUF/z6SEM5JFYMMhQ== 0001116502-08-000287.txt : 20080219 0001116502-08-000287.hdr.sgml : 20080218 20080219171820 ACCESSION NUMBER: 0001116502-08-000287 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080219 DATE AS OF CHANGE: 20080219 GROUP MEMBERS: B. RILEY AND CO., LLC GROUP MEMBERS: B. RILEY AND CO., RETIREMENT TRUST 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: INTEGRATED SILICON SOLUTION INC CENTRAL INDEX KEY: 0000854701 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770199971 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55171 FILM NUMBER: 08627389 BUSINESS ADDRESS: STREET 1: 2231 LAWSON LANE CITY: SANTA CLARA STATE: CA ZIP: 95054-3311 BUSINESS PHONE: 4085880800 MAIL ADDRESS: STREET 1: 680 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 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 13D/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 13D/A 1 iintegrated13da.htm SCHEDULE SC13D/A United States Securities & Exchange Commission EDGAR Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-2-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 5)¹

Integrated Silicon Solution, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45812P107

(CUSIP Number)

Riley Investment Management LLC

Attn: Bryant R. Riley

11100 Santa Monica Blvd., Suite 810

Los Angeles, CA 90025

310-966-1445

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 14, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the

subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or

240.13d-1(g), check the following box.: ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

———————

¹The 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).


CUSIP No. 45812P107	13D	Page 2


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Partners Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES		7	SOLE VOTING POWER 724,402
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER -0-
EACH REPORTING		9	SOLE DISPOSITIVE POWER 724,402
PERSON WITH		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 724,402
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%¹
14	TYPE OF REPORTING PERSON* PN

———————

Based on 26,646,980 shares of Common Stock outstanding at February 1, 2008, as reported in Integrated Silicon Solution, Inc.’s (the “Issuer”) Quarterly Report on Form 10-Q for the quarter ended December 31, 2007 filed with the Securities and Exchange Commission on February 11, 2008.


CUSIP No. 45812P107	13D	Page 3


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 962,186¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 1,125,600²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 962,186¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 1,125,600²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,009,665²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5%³
14	TYPE OF REPORTING PERSON* IA

———————

Because Riley Investment Management LLC has sole investment and voting power over 724,402 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. and 237,784 shares held in managed accounts by its investment advisory clients, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

Riley Investment Management LLC has shared voting and dispositive power over 1,125,600 shares of Common Stock held by its investment advisory clients, 1,047,479 of which are held by investment advisory accounts indirectly affiliated with Riley Investment Partners Master Fund, L.P. or Mr. Riley. However, Riley Investment Management LLC disclaims beneficial ownership of the non-affiliated shares.


CUSIP No. 45812P107	13D	Page 4


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON B. Riley & Co., LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER -0-
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 320,145¹
EACH REPORTING		9	SOLE DISPOSITIVE POWER -0-
PERSON WITH		10	SHARED DISPOSITIVE POWER 320,145¹
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 320,207
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%²
14	TYPE OF REPORTING PERSON* BD

———————

B. Riley & Co., LLC has shared voting and dispositive power over 320,145 shares of Common Stock held by a managed account with which it is indirectly affiliated.


CUSIP No. 45812P107	13D	Page 5


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON B. Riley & Co. Retirement Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 74,674
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER -0-
EACH REPORTING		9	SOLE DISPOSITIVE POWER 74,674
PERSON WITH		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 74,674
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%¹
14	TYPE OF REPORTING PERSON* EP

———————


CUSIP No. 45812P107	13D	Page 6


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Bryant Riley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 1,049,360¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 1,445,745²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 1,049,360¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 1,445,745²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,416,984²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%³
14	TYPE OF REPORTING PERSON* 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 724,402 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. and 237,784 shares held in managed accounts by its investment advisory clients. 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 74,674 shares held by B. Riley & Co. Retirement Trust. Includes options to purchase 12,500 shares of Common Stock.


CUSIP No. 45812P107	13D	Page 7

Riley Investment Management LLC has shared voting and dispositive power over 1,125,600 shares of Common Stock held by investment advisory clients of Riley Investment Management LLC, 1,047,479 of which are held in accounts indirectly affiliated with Riley Investment Partners Master Fund, L.P. or Mr. Riley. Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial interest in the non-affiliated shares. B. Riley & Co., LLC has shared voting and dispositive power over 320,145 shares of Common Stock, which are held in a managed account, with which it is indirectly affiliated. Mr. Riley is the Chairman and sole indirect equity owner of B. Riley & Co., LLC.

Based on 26,567,924 shares of Common Stock outstanding as reported in a January 11, 2008 press release of Integrated Silicon Solution, Inc. (the “Issuer”).


CUSIP No. 45812P107	13D	Page 8

Item 4.

Purposes of Transaction

Item 4 is hereby amended to add the following:

Pursuant to the Letter Agreement, Mr. Riley and Mr. Keating resigned from the Issuer’s Board of Directors in January.

Item 5.

Interest in Securities of the Issuer

Item 5(c) is amended to add the following information:

In the ordinary course of business, B. Riley & Co., LLC may effect transactions in connection with its ordinary course market making activities, as well as for customer transactions. On January 18, 2008, Mr. Riley sold 200,000 shares of Common stock at a price of $5.64 per share to each of an investment advisory client and BRC’s managed account. On January 29, 2008 and February 5, 2008, Mr. Riley sold 85,055 and 10,000 shares of Common Stock, respectively, to an investment advisory client at a price per share of $5.78 and $5.9, respectively. On January 30, 2008, Mr. Riley exercised options to purchase 10,000 shares of Common Stock with an exercise price of $5.61. On January 24, 2008 and January 28, 2008, RIP sold 147,794 and 121,820 shares of Common Stock, respectively, to investment advisory clients at a price per share of $5.72 and $5.96, respectively. The following are the other transactions effected by the Reporting Persons in Co mmon Stock that have taken place since the Reporting Persons’ last filing:


Master	Trans Code	Quantity	Price	Trade Date
	SL	(25,000)	5.89	1/30/2008
	SL	(5,673)	5.946	1/31/2008
	SL	(25,000)	5.9	2/1/2008
	SL	(2,101)	5.95	2/1/2008
	SL	(65,000)	5.91	2/5/2008
	SL	(25,000)	5.85	2/6/2008
	SL	(312)	6	2/13/2008
	SL	(120,000)	6	2/14/2008

Investment Advisory Clients	Trans Code	Quantity	Price	Trade Date
	SL	(15,000)	5.91	1/29/2008
	SL	(85,000)	5.91	1/29/2008
	SL	(10,000)	5.91	2/5/2008
	SL	(16,000)	6	2/14/2008
	SL	(16,000)	6	2/14/2008
	SL	(16,000)	6	2/14/2008
	SL	(32,000)	6	2/14/2008


CUSIP No. 45812P107	13D	Page 9

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 19, 2008


		Riley Investment Management LLC


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


		Riley Investment Partners Master Fund, L.P.
			By: Riley Investment Management LLC, its General
			Partner
		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Partner


		B. Riley & Co., LLC


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


		B. Riley & Co. Retirement Trust


		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Trustee





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

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