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
GSI
Technology, Inc.
(Name
of Issuer)
Class
A Common Stock
(Title of
Class of Securities)
36241U106
(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)
December
8, 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 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)
1 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).
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CUSIP
No. 36241U106
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13D
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1
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NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riley
Investment Management LLC
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||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [
]
(b) [ X
]
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||||
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3
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SEC
USE ONLY
|
||||
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4
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SOURCE
OF FUNDS*
AF
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||||
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5
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CHECK BOX OF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [
]
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||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
103,4262
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|||
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8
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SHARED
VOTING POWER
1,027,2433
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||||
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9
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SOLE
DISPOSITIVE POWER
103,4262
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||||
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10
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SHARED
DISPOSITIVE POWER
1,027,2433
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||||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
885,7143
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ X
]
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||||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%1
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||||
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14
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TYPE
OF REPORTING PERSON*
IA
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||||
1 Based on 28,109,998
shares of Common Stock (“Common Stock”) of GSI Technology, Inc. (the “Issuer”)
outstanding at October 31, 2008, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2008 filed with the
Securities and Exchange Commission on November 11,
2008.
2 Because
Riley Investment Management LLC has sole investment and voting power
over 103,426 shares held in managed accounts by its investment advisory
clients, Riley Investment Management LLC may be deemed to have beneficial
ownership of these shares.
3 Riley
Investment Management LLC has shared voting and dispositive power over 1,027,243
shares of Common Stock held by its investment advisory clients, 782,288 of
which are held in accounts indirectly affiliated with Riley Investment
Partners Master Fund, L.P. However, Riley Investment Management LLC
disclaims beneficial ownership of the non-affiliated shares.
2
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CUSIP
No. 36241U106
|
13D
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1
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NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.
Riley & Co. Retirement Trust
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||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [
]
(b) [ X
]
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||||
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3
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SEC
USE ONLY
|
||||
|
4
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SOURCE
OF FUNDS*
WC
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||||
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5
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CHECK BOX OF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) []
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||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
10,000
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8
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SHARED
VOTING POWER
-0-
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||||
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9
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SOLE
DISPOSITIVE POWER
10,000
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||||
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10
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SHARED
DISPOSITIVE POWER
-0-
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||||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* []
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%1
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||||
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14
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TYPE
OF REPORTING PERSON*
EP
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3
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CUSIP
No. 36241U106
|
13D
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|||
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1
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NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.
Riley & Co., LLC
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||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [
]
(b) [ X
]
|
||||
|
3
|
SEC
USE ONLY
|
||||
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4
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SOURCE
OF FUNDS*
WC
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||||
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5
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CHECK BOX OF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) []
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||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||
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8
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SHARED
VOTING POWER
-0-
|
||||
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9
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SOLE
DISPOSITIVE POWER
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||||
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10
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SHARED
DISPOSITIVE POWER
-0-
|
||||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,990
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||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [
]
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||||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%1
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||||
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14
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TYPE
OF REPORTING PERSON*
BD
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4
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CUSIP
No. 36241U106
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13D
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1
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NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bryant
R. Riley
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||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [
]
(b) [ X
]
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||||
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3
|
SEC
USE ONLY
|
||||
|
4
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SOURCE
OF FUNDS*
AF
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||||
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5
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CHECK BOX OF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) []
|
||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
|
|||
|
8
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SHARED
VOTING POWER
1,027,2435
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||||
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9
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SOLE
DISPOSITIVE POWER
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||||
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10
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SHARED
DISPOSITIVE POWER
1,027,2435
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||||
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
902,7045
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||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ X
]
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||||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%1
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||||
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14
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TYPE
OF REPORTING PERSON*
IN
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4 Because Riley
Investment Management LLC has sole voting and investment power over 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 103,426 shares held in managed accounts by its investment advisory
clients. Includes 10,000 shares held by the B. Riley & Co.
Retirement Trust, of which Mr. Riley is the trustee. Includes 6,990 shares
held by B. Riley & Co., LLC. Mr. Riley is the Chairman and indirect
sole equity holder of B. Riley & Co., LLC.
5 Riley
Investment Management LLC has shared voting and dispositive power over 1,027,243
shares of Common Stock held by its investment advisory clients, 782,288 of
which are held in accounts indirectly affiliated with Riley Investment
Partners Master Fund, L.P. Although Mr. Riley controls Riley
Investment Management LLC’s voting and investment decisions for its investment
advisory clients, Mr. Riley disclaims beneficial ownership of the non-affiliated
shares.
5
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CUSIP
No. 36241U106
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13D
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Item
5.
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Interest
in Securities of the Issuer
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Item
5 (c) is hereby amended as follows:
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(c)
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In
the ordinary course of business, BRC effects transactions in connection
with its ordinary course market making activities, as well as for customer
transactions. The transactions effected by the other Reporting
Persons in Common Stock that have taken place in the past 60 days are set
forth on Exhibit A.
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Item
5 (e) is hereby amended as follows:
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(e)
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October
17, 2008
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6
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CUSIP
No. 36241U106
|
13D
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Item
7.
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Material
to be filed as Exhibits
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Exhibit
A. Certain Transactions in Common Stock
7
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CUSIP
No. 36241U106
|
13D
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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:
December 10, 2008
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Riley
Investment Partners Master Fund, L.P.
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By:
Riley Investment Management LLC, its General Partner
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By:
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/s/
Bryant R. Riley
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Bryant
R. Riley, Managing Member
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Riley
Investment Management LLC
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By:
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/s/
Bryant R. Riley
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Bryant
R. Riley, Managing Member
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B.
Riley & Co., LLC
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By:
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/s/ Bryant R. Riley
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Bryant
R. Riley, Chairman
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B.
Riley & Co. Retirement Trust
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By:
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/s/
Bryant R. Riley
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Bryant
R. Riley, Trustee
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By:
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/s/
Bryant R. Riley
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Bryant
R. Riley
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8
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CUSIP
No. 36241U106
|
13D
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Exhibit
A
Certain
Transactions in Common Stock
| BRC |
BY
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2,500 | 3.29 |
10/27/2008
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||||||
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BY
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8,980 | 3.2367 |
11/25/2008
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|||||||
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SL
|
4,490 | 3.2367 |
11/25/2008
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| RIP |
SL
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36,255 | 3.08 |
10/17/2008
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||||||
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BY
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2,500 | 3.3 |
10/22/2008
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|||||||
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Investment
Advisory Clients
|
BY
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7,951 | 3.1953 |
10/17/2008
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||||||
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BY
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480 | 3.0858 |
11/26/2008
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BY
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1,700 | 3.14 |
11/28/2008
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BY
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9,950 | 3.0669 |
12/3/2008
|
|||||||
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BY
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900 | 2.9444 |
12/5/2008
|
|||||||
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SL
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100,000 | 3 |
12/5/2008
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|||||||
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BY
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5,400 | 2.8972 |
12/8/2008
|
|||||||
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SL
|
100,000 | 2.97 |
12/8/2008
|
|||||||
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BY
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14,446 | 2.8519 |
12/9/2008
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|||||||
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BY
|
13,345 | 2.7339 | 12/10/2008 |
9