SC 13G/A 1 iti070214.txt ITI 2006 13G/A Schedule 13G SEC 1745 (02-02)Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. . . 11.0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____1____)* ITERIS INC (Name of Issuer) Common Stock, par value $0.10 (Title of Class of Securities) 46564T107 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ x ]Rule 13d-1(b) [ ]Rule 13d-1(c) [ ]Rule 13d-1(d) *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). CUSIP No. 46564T107 1.Names of Reporting Persons. CCM Master Qualified Fund, Ltd.* I.R.S. Identification Nos. of above persons (entities only). 98-0363044 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization Cayman Islands 5.Sole Voting Power 0 Number of Shares Beneficially 6.Shared Voting Power Owned by 1,670,100 common shares Each Reporting Person With 7.Sole Dispositive Power 0 8.Shared Dispositive Power 1,670,100 common shares 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,100 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) 5.4% 12.Type of Reporting Person (See Instructions) IV CUSIP No. 46564T107 1.Names of Reporting Persons. Coghill Capital Management, L.L.C.+* I.R.S. Identification Nos. of above persons (entities only). 36-4191886 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization Delaware 5.Sole Voting Power 0 Number of Shares Beneficially 6.Shared Voting Power Owned by 1,670,100 Each Reporting Person With 7.Sole Dispositive Power 0 8.Shared Dispositive Power 1,670,100 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,100 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) 5.4% 12.Type of Reporting Person (See Instructions) IA CUSIP No. 46564T107 1.Names of Reporting Persons. Coghill Clint D.+* I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3.SEC Use Only 4.Citizenship or Place of Organization United States of America 5.Sole Voting Power 0 Number of Shares Beneficially 6.Shared Voting Power Owned by 1,670,100 Each Reporting Person With 7.Sole Dispositive Power 0 8.Shared Dispositive Power 1,670,100 9.Aggregate Amount Beneficially Owned by Each Reporting Person 1,670,100 common shares 10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not Applicable 11.Percent of Class Represented by Amount in Row (9) 5.4% 12.Type of Reporting Person (See Instructions IN This Schedule 13G is being filed to report information about common stock par value $0.10 of ITERIS INC that may be deemed to be beneficially owned by CCM Master Qualified Fund, Ltd.; Coghill Capital Management, L.L.C. and Clint D. Coghill. Mr. Coghill is the managing member of Coghill Capital Management, L.L.C.; an entity which serves as the investment manager of CCM Master Qualified Fund, Ltd. Item 1. (a)Name of Issuer: ITERIS INC(ITI) (b)Address of Issuer's Principal Executive Offices: 1515 S. MANCHESTER AVE. ANAHEIM CA 92802 Item 2. (a)Name of Person Filing: CCM Master Qualified Fund, Ltd.* Coghill Capital Management, L.L.C.+* Coghill Clint D.+* (b)Address of Principal Business Office or, if none, Residence: One North Wacker Drive - Suite 4350 Chicago, IL 60606 (c)Citizenship: CCM Master Qualified Fund, Ltd. - Cayman Islands Coghill Capital Management, L.L.C. - Delaware Coghill Clint D. - United States of America (d)Title of Class of Securities: Common shares $0.10 par value (cusip: 46564T107) (e)CUSIP Number: 46564T107 Item 3.If this statement is filed pursuant to S240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Broker Dealer [ ] Bank [ ] Insurance Company [ ] Investment Company [ ] Investment Adviser [x] Employee Benefit Plan, Pension Fund, or Endowment Fund [ ] Parent Holding Company/Control Person [ ] Savings Association [ ] Church Plan [ ] Corporation [ ] Partnership [ ] Individual [ ] Other [ ] 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. (a)Amount beneficially owned: CCM Master Qualified Fund, Ltd.: 1,670,100 common shares Coghill Capital Management, L.L.C.: 1,670,100 common shares Coghill Clint D.: 1,670,100 common shares (b)Percent of class: CCM Master Qualified Fund, Ltd.: 5.4% of class Coghill Capital Management, L.L.C.: 5.4% of class Coghill Clint D.: 5.4% of class (c)Number of shares as to which the person has: CCM Master Qualified Fund, Ltd. (i)Sole power to vote or to direct the vote: 0 CCM Master Qualified Fund, Ltd. (ii)Shared power to vote or to direct the vote: 1,670,100 CCM Master Qualified Fund, Ltd. (iii)Sole power to dispose or to direct the disposition of: 0 CCM Master Qualified Fund, Ltd. (iv)Shared power to dispose or to direct the disposition of: 1,670,100 (c)Number of shares as to which the person has: Coghill Capital Management, L.L.C. (i)Sole power to vote or to direct the vote: 0 Coghill Capital Management, L.L.C. (ii)Shared power to vote or to direct the vote: 1,670,100 Coghill Capital Management, L.L.C. (iii)Sole power to dispose or to direct the disposition of: 0 Coghill Capital Management, L.L.C. (iv)Shared power to dispose or to direct the disposition of: 1,670,100 (c)Number of shares as to which the person has: Coghill Clint D. (i)Sole power to vote or to direct the vote: 0 Coghill Clint D. (ii)Shared power to vote or to direct the vote: 1,670,100 Coghill Clint D. (iii)Sole power to dispose or to direct the disposition of: 0 Coghill Clint D. (iv)Shared power to dispose or to direct the disposition of: 1,670,100 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 [ ]. 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 or Control Person. 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 S240.13d-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. Explanation of Responses: *The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein. + Principal of the investment manager or investment manager to the investment management entity in whose account the reported securities are held. 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. _____/s/ Clint D. Coghill+*_____ _________February 14, 2007__________ Clint D. Coghill+* Date Signature of Reporting Person Coghill Capital Management, L.L.C.+* __By:/s/ Clint D. Coghill+*_____ _________ February 14, 2007__________ Clint D. Coghill+* Date Managing Member CCM Master Qualified Fund, Ltd.* __By:/s/ Clint D. Coghill_______ _________ February 14, 2007__________ Clint D. Coghill Date Director Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated February 14, 2007 relating to the Common Stock, par value $0.10 of ITERIS INC (ITI) shall be filed on behalf of the undersigned. _____/s/ Clint D. Coghill+*_____ _________ February 14, 2007__________ Clint D. Coghill+* Date Signature of Reporting Person Coghill Capital Management, L.L.C.+* __By:/s/ Clint D. Coghill+*_____ _________ February 14, 2007__________ Clint D. Coghill+* Date Managing Member CCM Master Qualified Fund, Ltd.* __By:/s/ Clint D. Coghill_______ _________ February 14, 2007__________ Clint D. Coghill Date Director