-----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, QxsjmK2/MVImhOmjEscZ5TQuu4xi4dt8di0vY38zKPu2to0ELufBA8VXvBLHeIy2 UTYfsMbepqoDbloxTFU4/A== 0000950123-11-013565.txt : 20110214 0000950123-11-013565.hdr.sgml : 20110214 20110214152622 ACCESSION NUMBER: 0000950123-11-013565 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DDI CORP CENTRAL INDEX KEY: 0001104252 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 061576013 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59219 FILM NUMBER: 11606977 BUSINESS ADDRESS: STREET 1: 1220 SIMON CIRCLE CITY: AHAMEIM STATE: CA ZIP: 92806 BUSINESS PHONE: 7146887200 MAIL ADDRESS: STREET 1: 1220 SIMON CIRCLE CITY: AHAHEIM STATE: CA ZIP: 92806 SC 13D/A 1 y89670sc13dza.htm SC 13D/A sc13dza
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-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. 2)
DDi Corp.
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
233162502
 
(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102(Tel.) (239) 262-8577
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 4, 2011
 
(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 that 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   þ.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 6 pages
 
1   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 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 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS

Lloyd I. Miller, III
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  PF-AF-OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   1,864,089
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,052,973
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,864,089
       
WITH 10   SHARED DISPOSITIVE POWER
     
    2,052,973
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  3,917,062
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  19.6%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN-IA-OO


 

SCHEDULE 13D/A2
This constitutes Amendment No. 2 to the statement on Schedule 13D (the “Amendment No. 2”) filed on behalf of Lloyd I. Miller III (“Miller” or the “Reporting Person”), dated and filed March 4, 2010 (the “Statement”), relating to the common stock, $0.001 par value per share, of DDi Corp. (the “Company”). The Company’s principal executive offices are located at 1220 N. Simon Circle, Anaheim, California 92806. This Amendment No. 2 is being filed to report that since the filing of Amendment No. 1 to the Statement, dated December 22, 2010, a material change occurred in the percentage of the shares of Company common stock (the “Shares”) beneficially owned by Mr. Miller. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
Item 3.   Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and restated in its entirety as follows:
     Miller is the investment advisor to the trustee of Trust A-3, Trust A-4 and Trust D (collectively, the “Trusts”). The Trusts were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992. All of the Shares purchased by Trust A-3 were purchased with funds generated and held by Trust A-3. The aggregate purchase price for the Shares purchased by Trust A-3 was $83,980.00. All of the Shares purchased by Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate purchase price for the Shares purchased by Trust A-4 was $10,413,525.55. All of the Shares purchased by Trust D were purchased with funds generated and held by Trust D. The aggregate purchase price for the Shares purchased by Trust D was $97,606.80.
     Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC, dated as of December 10, 1996. Milfam LLC is the general partner of Milfam II L.P. (“Milfam II”), a Georgia limited partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December 11, 1996. All of the Shares Miller is deemed to beneficially own as the manager of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for the Shares purchased by Milfam II was $7,361,877.52.
     Miller is the custodian to certain accounts created pursuant to the Florida Uniform Gift to Minors Act (“UGMA”). One such account (the “Alex UGMA”) is for the benefit of Alexandra Miller. All of the Shares Miller is deemed to beneficially own as the custodian to the Alex UGMA were purchased with money generated and held by the Alex UGMA. The aggregate purchase price for the Shares purchased by the Alex UGMA was $14,170.20.
     Miller is the Grantor and Co-Trustee with Kimberly Miller of a Trust Agreement in favor of Alexandra Miller and Lloyd I. Miller, IV (“KSMTR”). As investment counsel, Miller may exercise sole rights to vote and dispose of the Shares held by KSMTR. The purchase price for the Shares held by KSMTR was $56,217.20.
     Pursuant to an Irrevocable Trust Agreement MILGRAT I (H7) (“MILGRAT I (H7)”), dated as of March 25, 2010, Miller was named as the trustee to MILGRAT I (H7). All of the Shares Miller is deemed to beneficially own as trustee of MILGRAT I (H7) were contributed to MILGRAT I (H7) by its grantor, Catherine C. Miller.

 


 

     All of the Shares held by Miller on his own behalf were purchased with personal funds generated and held by Miller. The purchase price for the Shares purchased by Miller on his own behalf was $1,187,037.16.
Item 5.   Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
     (a) Miller may be deemed to beneficially own 3,917,062 Shares, which is equal to approximately 19.6% of the total number of outstanding Shares, based on 19,951,651 Shares outstanding as reported in the Company’s Form 10-Q filed on October 29, 2010. As of the date hereof, 24,700 of the Shares beneficially owned by Miller are owned of record by Trust A-3, 2,001,160 of the Shares beneficially owned by Miller are owned of record by Trust A-4, 27,113 of the Shares beneficially owned by Miller are owned of record by Trust D, 14,794 of the Shares beneficially owned by Miller are owned of record by KSMTR, 3,729 of the Shares beneficially owned by Miller are owned of record by Alex UGMA, 118,018 of the Shares beneficially owned by Miller are owned of record by MILGRAT I (H7), 1,467,977 of the Shares beneficially owned by Miller are owned of record by Milfam II, and 259,571 of the Shares are owned by Miller directly.
     (b) Miller may be deemed to have shared voting and dispositive power for all such shares held of record by Trust A-3, Trust A-4 and Trust D. Miller may be deemed to have sole voting and dispositive power for all such shares held of record by KSMTR, the Alex UGMA, MILGRAT I (H7), Milfam II and Miller directly.
     (c) The following table details the transactions effected by Miller since the filing of Amendment No. 1.
                 
Milfam II L.P.
Date of Transaction   Number of Shares Sold   Price Per Share
January 3, 2011
    7,500     $ 12.30  
January 4, 2011
    2,500     $ 12.35  
January 6, 2011
    1,664     $ 12.10  
January 7, 2011
    1,000     $ 12.10  
January 18, 2011
    55,071     $ 12.0158  
January 20, 2011
    37,670     $ 11.5595  
January 21, 2011
    600     $ 11.60  

 


 

                 
Trust A-4
Date of Transaction   Number of Shares Sold   Price Per Share
January 18, 2011
    55,071     $ 12.0158  
January 27, 2011
    2,800     $ 11.7504  
January 28, 2011
    700     $ 11.6050  
February 4, 2011
    45,900     $ 11.6005  
February 7, 2011
    4,700     $ 11.8851  
                 
Lloyd I. Miller, III
Date of Transaction   Number of Shares Sold   Price Per Share
February 8, 2011
    14,829     $ 11.8541  
     (d) Persons other than Miller have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
     (e) Not Applicable.

 


 

     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.
     Dated: February 14, 2011
         
     
  By:   /s/ Lloyd I. Miller, III    
    Lloyd I. Miller, III   
       
 

 

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