Costa Brava Partnership III SC 13D/A Orange 21 / Costa Brava Partnership III ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

(Amendment No. 9)*

Orange 21 Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

685317109

(CUSIP Number)

Seth W. Hamot Costa Brava Partnership III L.P. 420 Boylston Street Boston, MA  02116 (617) 595-4400 Jeffrey R. Katz, Esq. Ropes & Gray LLP One International Place Boston, MA  02110 (617) 951-7000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 14, 2010

(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:  x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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. 685317109

1.	NAME OF REPORTING PERSON:    Costa Brava Partnership III L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3387028
2.	(a) [ ] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) [ ]
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 5,436,455
		8.	SHARED VOTING POWER -0-
		9.	SOLE DISPOSITIVE POWER 5,436,455
		10.	SHARED DISPOSITIVE POWER -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,436,455
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESo CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 45.5%
14.	TYPE OF REPORTING PERSON* PN

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CUSIP No. 685317109

1.	NAME OF REPORTING PERSON:    Roark, Rearden & Hamot, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 10-0000708
2.	(a) o CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS   WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS ISo REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 5,436,455
		8.	SHARED VOTING POWER -0-
		9.	SOLE DISPOSITIVE POWER 5,436,455
		10.	SHARED DISPOSITIVE POWER -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,436,455
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESo CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 45.5%
14.	TYPE OF REPORTING PERSON OO

3

CUSIP No. 685317109

1.	NAME OF REPORTING PERSON:    Seth W. Hamot
2.	(a) o CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS   WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS ISo REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 5,436,455
		8.	SHARED VOTING POWER -0-
		9.	SOLE DISPOSITIVE POWER 5,436,455
		10.	SHARED DISPOSITIVE POWER -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,436,455
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDESo CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 45.5%
14.	TYPE OF REPORTING PERSON IN, HC

4

CUSIP No. 685317109

AMENDMENT NO. 9 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on August 26, 2008, as amended by Amendment No. 1 thereto filed on November 24, 2008, Amendment No. 2 thereto filed on December 9, 2008, Amendment No. 3 thereto filed on December 12, 2008, Amendment No. 4 thereto 13D filed on January 23, 2009, Amendment No. 5 thereto filed on February 23, 2009, Amendment No. 6 thereto filed on December 9, 2009, Amendment No. 7 thereto filed on May 27, 2010 and Amendment No. 8 thereto filed on June 22, 2010 (as so amended, the "Schedule 13D").  Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended and restated to read in their entirety as follows:

Item 5.  Interest in Securities of the Issuer.

(a)              The Reporting Persons are the beneficial owners of 5,436,455 shares of Common Stock, representing approximately 45.5.0% of the Common Stock outstanding.  This calculation is based on 11,956,067 shares of Common Stock outstanding as of August 12, 2010, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2010, as filed with the Commission on August 16, 2010.

(c)               In the sixty days prior to the date of this statement, the Reporting Persons have purchased Common Stock in open market transactions as follows:

Date	Number of Shares Purchased	Price per Share
August 20, 2010	25,583	$.79
August 26, 2010	12,500	$.80
August 27, 2010	18,200	$.85
August 30, 2010	11,612	$1.00
September 1, 2010	500	$1.01
September 2, 2010	10,000	$1.18
September 3, 2010	7,000	$1.21
September 7, 2010	3,000	$1.35
September 8, 2010	18,300	$1.34
September 9, 2010	470	$1.35
September 13, 2010	10,500	$1.50
September 14, 2010	7,500	$1.50

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CUSIP No. 685317109

Signature:

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  September 15, 2010

COSTA BRAVA PARTNERSHIP III L.P.
By:	Roark, Rearden & Hamot, LLC, its General Partner
By:	/s/ Seth W. Hamot
	Name:  Seth W. Hamot Title:  President
ROARK, REARDEN & HAMOT, LLC
By:	/s/ Seth W. Hamot
	Name:  Seth W. Hamot Title:  President
SETH W. HAMOT
By:	/s/ Seth W. Hamot