Inphonic Inc - Amended Statement of Ownership (SC 13G/A)
October 15 2007 - 5:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
InPhonic, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45772G105
(CUSIP Number)
October 11, 2007
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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X
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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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1
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Name of Reporting Persons.
I.R.S. Identification Nos. of above person (entities only)
Riley Investment Partners Master Fund, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
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5
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Sole Voting Power
0
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Beneficially
Owned by
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6
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Shared Voting Power
0
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Each
Reporting
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7
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Sole Dispositive Power
0
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Person
With
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type Of Reporting Person (See Instructions)
PN
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2
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1
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Name of Reporting Persons.
I.R.S. Identification Nos. of above person (entities only)
Riley Investment Management LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of
Shares
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5
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Sole Voting Power
0
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Beneficially
Owned by
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6
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Shared Voting Power
0
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Each
Reporting
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7
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Sole Dispositive Power
0
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Person
With
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[x]
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type Of Reporting Person (See Instructions)
IA
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3
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1
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Name of Reporting Persons.
I.R.S. Identification Nos. of above person (entities only)
B. Riley and Co. Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of
Shares
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5
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Sole Voting Power
0
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Beneficially
Owned by
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6
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Shared Voting Power
0
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Each
Reporting
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7
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Sole Dispositive Power
0
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Person
With
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ]
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type Of Reporting Person (See Instructions)
BD
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4
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1
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Name of Reporting Persons.
I.R.S. Identification Nos. of above person (entities only)
Bryant Riley
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
United States
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Number of
Shares
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5
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Sole Voting Power
0
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Beneficially
Owned by
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6
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Shared Voting Power
0
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Each
Reporting
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7
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Sole Dispositive Power
0
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Person
With
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[x]
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type Of Reporting Person (See Instructions)
IN
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Item 1.
(a) Name of Issuer
InPhonic, Inc.
(b) Address of Issuer’s Principal Executive Offices
1010 Wisconsin Avenue, Suite 600
Washington, D.C. 20007
Item 2.
(a) (i)
Riley Investment Partners Master Fund, L.P. (Cayman Islands limited partnership)
Riley Investment Management LLC (Delaware limited liability company)
Bryant Riley (individual residing in California)
(ii)
B. Riley and Co. Inc. (Delaware corporation)
(b) Address of Principal Business Office or, if none, Residence
(i)
11100 Santa Monica Blvd.
Suite 810
Los Angeles, CA 90025
(ii)
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
45772G105
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4.
Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
For each Reporting Person:
(a) Amount beneficially owned: Please see Line 9 on the cover sheet for each reporting person (including footnotes thereto).
(b) Percent of class: Please see Line 11 on the cover sheet for each reporting person (including footnotes thereto).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: Please see Line 5 on the cover sheet for each reporting person (including footnotes thereto).
(ii) Shared power to vote or to direct the vote: Please see Line 6 on the cover sheet for each reporting person (including footnotes thereto).
(iii) Sole power to dispose or to direct the disposition of: Please see Line 7 on the cover sheet for each reporting person (including footnotes thereto).
(iv) Shared power to dispose or to direct the disposition of: Please see Line 8 on the cover sheet for each reporting person (including footnotes thereto).
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Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ x ].
Instruction
: Dissolution of a group requires a response to this item.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable
Item 8.
Identification and Classification of Members of the Group.
Not applicable
Item 9.
Notice of Dissolution of Group.
Not applicable
Item 10.
Certification
(b)
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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: October 15, 2007
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Riley Investment Partners Master Fund, L.P.
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By: Riley Investment Management, its General
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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 and Co. Inc.
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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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By:
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/s/ Bryant R. Riley
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Bryant R. Riley
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