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, Qv7EyR9e6NLcWGjEHPNSQzkg5gYlePuw/CRLEZsapKzbG9vVr8o/j0+RMlLO4UyF 3ykUlRfzjsgHeWGwx/XSsA== 0001116502-07-001275.txt : 20070629 0001116502-07-001275.hdr.sgml : 20070629 20070629172341 ACCESSION NUMBER: 0001116502-07-001275 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000913015 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 311492857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54365 FILM NUMBER: 07952069 BUSINESS ADDRESS: STREET 1: 100 EAST RIVERCENTER BOULEVARD STREET 2: 9TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6062920030 MAIL ADDRESS: STREET 1: 100 EAST RIVERCENTER BLVD STREET 2: 9TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41011 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 rgcisc13da1.htm AMENDMENT TO SC 13D/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. 1)¹

Regent Communications, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

758865109

(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)

June 27, 2007

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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)

———————

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).


CUSIP No. 758865109	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 2,562,843
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER -0-
EACH REPORTING		9	SOLE DISPOSITIVE POWER 2,562,843
PERSON WITH		10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,562,843
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6%¹
14	TYPE OF REPORTING PERSON* PN

———————

Based on 38,700,561 shares of common stock of Regent Communications, Inc. (the “Issuer”) outstanding at May 4, 2007, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed with the Securities and Exchange Commission on May 10, 2007.


CUSIP No. 758865109	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* AF
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 2,824,433¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 397,024²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 2,824,433¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 397,024²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,824,433²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%³
14	TYPE OF REPORTING PERSON* IA

———————

Because Riley Investment Management LLC has sole investment and voting power over 2,562,843 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. and the 261,590 shares of Common Stock beneficially held by Mr. Riley in an investment advisory account managed by Riley Investment Management LLC, 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 397,024 shares of Common Stock held by its investment advisory clients. However, Riley Investment Management LLC disclaims beneficial ownership of these shares.


CUSIP No. 758865109	13D	Page 4


CUSIP No. 758865109	13D	Page 5


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Bryant R. Riley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
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 2,824,433¹
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 397,024²
EACH REPORTING		9	SOLE DISPOSITIVE POWER 2,824,433¹
PERSON WITH		10	SHARED DISPOSITIVE POWER 397,024²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,824,433²
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%³
14	TYPE OF REPORTING PERSON* IN

———————

Because Riley Investment Management LLC has sole voting and investment power over Riley Investment Partners Master Fund, L.P.’s security holdings, and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 2,562,843 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. Includes 261,590 shares of Common Stock beneficially held by Mr. Riley in an investment advisory account managed by Riley Investment Management LLC.

Riley Investment Management LLC has shared voting and dispositive power over 397,024 shares of Common Stock owned by its investment advisory clients. Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial ownership of these shares.


CUSIP No. 758865109	13D	Page 6

Item 5.

Interest in Securities of the Issuer

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

(c)

The following are transactions effected by the other Reporting Persons in Common Stock that have taken place in the past 60 days.


Master	Trade Date	Trans Code	Quantity	Price
	5/7/2007	BY	18,920	3.33
	5/8/2007	BY	3,728	3.318
	5/18/2007	BY	35,416	3.32
	5/18/2007	BY	559	3.3
	5/22/2007	BY	3,752	3.3
	5/23/2007	BY	3,542	3.3
	5/25/2007	BY	(90,649)	3.32
	6/8/2007	BY	23,225	3.4
	6/28/2007	BY	37,160	3.2996


Investment Advisory Clients	Trade Date	Trans Code	Quantity	Price
	5/1/2007	BY	700	3.39
	5/2/2007	BY	4,689	3.39
	5/3/2007	BY	9,252	3.39
	5/4/2007	BY	5,359	3.39
	5/7/2007	BY	10,000	3.3696
	5/7/2007	BY	1,380	3.33
	5/8/2007	BY	272	3.318
	5/18/2007	BY	41	3.3
	5/18/2007	BY	2,584	3.32
	5/22/2007	BY	274	3.3
	5/23/2007	BY	258	3.3
	6/8/2007	BY	1,775	3.4
	6/28/2007	BY	2,840	3.2996

Bryant Riley	Trade Date	Trans Code	Quantity	Price
	5/25/2007	BY	90,649	3.32
	5/31/2007	BY	9,078	3.433
	6/19/2007	BY	5,078	3.3
	6/20/2007	BY	250	3.3
	6/22/2007	BY	300	3.3
	6/25/2007	BY	28,399	3.3
	6/26/2007	BY	1,400	3.3
	6/27/2007	BY	97,865	3.3
	6/29/2007	BY	28,571	3.3268


CUSIP No. 758865109	13D	Page 7

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: June 29, 2007


		Riley Investment Partners Master Fund, L.P.
			By: Riley Investment Management LLC, 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


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

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