SEC Filing | Iteris Inc

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.4)* ITERIS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 46564T107 (CUSIP Number) DECEMBER 31, 2009 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] 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. Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Riley Investment Management LLC - -------------------------------------------------------------------------------- 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 NUMBER OF 1,099,185(1) SHARES ----------------------------------------------------------------- BENEFICIALLY 6. Shared Voting Power OWNED BY 1,439,569(2) EACH ----------------------------------------------------------------- REPORTING 7. Sole Dispositive Power PERSON 1,099,185(1) WITH: ----------------------------------------------------------------- 8. Shared Dispositive Power 1,439,569(2) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,099,185(1) - -------------------------------------------------------------------------------- 10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 3.2%(3) - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IA - -------------------------------------------------------------------------------- ________________ (1) Because Riley Investment Management LLC has sole investment and voting power over 1,099,185 shares of common stock held in managed accounts by its investment advisory clients, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares. (2) Riley Investment Management LLC has shared voting and dispositive power over 1,439,569 shares of common stock of its investment advisory clients. However, Riley Investment Management LLC disclaims beneficial ownership of the shares. (3) Based on 34,286,756 shares of common stock of Iteris, Inc. ("Issuer") outstanding at January 29, 2010, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, filed with the Securities and Exchange Commission on February 2, 2010. All percentage reporting in this Schedule is based upon the foregoing. 2

CUSIP No. 46564T107 - -------------------------------------------------------------------------------- 1. Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Bryant Riley - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 5. Sole Voting Power NUMBER OF 1,348,117(5) SHARES ----------------------------------------------------------------- BENEFICIALLY 6. Shared Voting Power OWNED BY 1,439,569(6) EACH ----------------------------------------------------------------- REPORTING 7. Sole Dispositive Power PERSON 1,348,117(5) WITH: ----------------------------------------------------------------- 8. Shared Dispositive Power 1,439,569(6) - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,348,117 (5) - -------------------------------------------------------------------------------- 10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 3.9%(2),(3) - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- ________________ (5) Because Riley Investment Management LLC has sole voting and investment power over certain managed accounts of its investment advisory clients and 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 1,099,185 shares held in such managed accounts by its investment advisory clients. Includes 99,032 shares owned by B. Riley & Co. Retirement Trust. Because Mr. Riley, in his role as Trustee of the B. Riley & Co. Retirement Trust, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of these shares. Includes 149,990 shares of common stock owned by custodial accounts of Mr. Riley's children. Although Mr. Riley controls voting and investment decisions in his role as custodian for the children's accounts, Mr. Riley disclaims beneficial ownership of these securities. (6) Riley Investment Management LLC has shared voting and dispositive power over 1,439,569 shares of common stock of its investment advisory clients. Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions. However, Mr. Riley and Riley Investment Management LLC disclaims beneficial ownership of these shares. 4

CUSIP No. 46564T107 ITEM 1. (a) Name of Issuer Iteris, Inc. (b) Address of Issuer's Principal Executive Offices 1700 Carnegie Avenue, Suite 100 Santa Ana, CA 92705 ITEM 2. 1. Riley Investment Management LLC (Delaware limited liability company) Bryant Riley (individual residing in California) 2. B. Riley & Co. Retirement Trust (employee benefit plan) (b) Address of Principal Business Office or, if none, Residence 1. 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 2. 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 46564T107 5

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] 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); (j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). 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). 6

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 ss.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. 7

CUSIP No. 46564T107 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: February 12, 2010 Riley Investment Management, LLC By: /s/ BRYANT R. RILEY --------------------------------------- Bryant R. Riley, Managing Member B. Riley & Co. Retirement Trust By: /s/ BRYANT R. RILEY --------------------------------------- Bryant R. Riley, Trustee By: /s/ BRYANT R. RILEY --------------------------------------- Bryant R. Riley 8