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. 7)1
DDi CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
233162502
(CUSIP Number)
Riley Investment Management LLC
Attn: Bryant R. Riley
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
(310) 966-1445
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 20, 2012
(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(e), 13d-1(f) or 13d-1(g), check the following box: o
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)
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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).
| CUSIP No. 233162502 | 13D | Page 2 |
| 1 | NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Riley Investment Partners, 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 Delaware |
NUMBER OF SHARES | 7 | SOLE VOTING POWER -0- |
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER -0- |
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER -0- |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 14 | TYPE OF REPORTING PERSON* PN |
| CUSIP No. 233162502 | 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 550,198 |
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 0 |
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 550,198 |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 550,198 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7 %1 |
| 14 | TYPE OF REPORTING PERSON* IA |
1 Based on 20,476,349 shares of common stock of DDi CORP. (the “Issuer”) outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 17, 2012.
| CUSIP No. 233162502 | 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 -0- |
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER -0- |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 %1 |
| 14 | TYPE OF REPORTING PERSON* BD |
__________________
1 Based on 20,476,349 shares of common stock of DDi CORP. (the “Issuer”) outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 17, 2012.
| CUSIP No. 233162502 | 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 -0- |
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER -0- |
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER -0- |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [_] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 %1 |
| 14 | TYPE OF REPORTING PERSON* EP |
___________________
1 Based on 20,476,349 shares of common stock of DDi CORP. (the “Issuer”) outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 17, 2012.
| CUSIP No. 233162502 | 13D | Page 6 |
| 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 |
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 0 |
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 591,4672 |
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 591,4672 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES* [X] |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0%1 |
| 14 | TYPE OF REPORTING PERSON* IN |
______________
1 Based on 20,476,349 shares of common stock of DDi CORP. (the “Issuer”) outstanding as of February 15, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 17, 2012.
2 Because 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 550,198 shares held in managed accounts of its investment advisory clients. Includes 669 shares directly owned by Mr. Riley. Includes options exercisable to purchase 40,600 shares of Common Stock held by Mr. Riley.
| CUSIP No. 233162502 | 13D | Page 7 |
| Item 5. | Interest in Securities of the Issuer |
(c) The aggregate percentage of Shares reported owned by each person named herein is based upon 20,476,349 Shares outstanding as of February 15, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 17, 2012.
As of the close of business on April 27, 2012, RIP beneficially owned 0 Shares, representing approximately 0% of the Shares outstanding.
As of the close of business on April 27, 2012, RIM beneficially owned 550,198 Shares held in certain managed accounts of its investment advisory clients, representing approximately 2.7% of the Shares outstanding. Mr. Riley, as the manager and owner of all of the outstanding membership interests of RIM, may be deemed to beneficially own the 550,198 Shares beneficially owned by RIM, representing approximately 2.7% of the Shares outstanding. RIM and Mr. Riley disclaim beneficial ownership of the Shares held in the managed accounts except to the extent of their pecuniary interest therein.
As of the close of business on April 27, 2012, BRC beneficially owned 0 Shares, representing approximately 0% of the Shares outstanding. Mr. Riley, as the Chairman and owner of all of the outstanding membership interests of BRC, may be deemed to beneficially own such Shares.
As of the close of business on April 27, 2012, Mr. Riley directly owned 669 Shares, representing approximately 0.003% of the Shares outstanding, and Mr. Riley directly owned options exercisable to purchase 40,600 Shares of Common Stock held by Mr. Riley, representing approximately 0.2% of the shares outstanding.
| CUSIP No. 233162502 | 13D | Page 8 |
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.
| | Riley Investment Partners, 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., 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 |
