GSI TECHNOLOGY INC — Major Shareholding Notification 2008

Feb 12, 2008

SC 13G/A 1 a08-5303_6sc13ga.htm SC 13G/A

| UNITED

STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

GSI Technology, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

36241U106

(CUSIP Number)

12/31/07

(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)
o	Rule 13d-1(c)
o	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).

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CUSIP No. 36241U106 — 1.	Names of Reporting Persons Schroder Investment Management North America Inc. 13-4064414
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 2,112,800
	6.	Shared Voting Power 15,300
	7.	Sole Dispositive Power 2,128,100
	8.	Shared Dispositive Power
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 2,128,100
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class
Represented by Amount in Row (9) 7.706%
12.	Type of Reporting Person
(See Instructions) IA

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Item 1.	(a)	Name of Issuer GSI Technology, Inc
	(b)	Address of Issuer’s
Principal Executive Offices 2360 Owen Street, Santa Clara, CA 95054
Item 2.
	(a)	Name of Person Filing Schroder Investment Management North America Inc.
	(b)	Address of Principal
Business Office or, if none, Residence 875 Third Avenue, 21 st Floor New York, NY 10022
	(c)	Citizenship Delaware
	(d)	Title of Class of
Securities Common Stock
	(e)	CUSIP Number 36241U106
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:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
	(e)	x	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	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)	o	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.
	(a)	Amount beneficially
owned: 2,128,100
	(b)	Percent of class: 7.706%
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to direct
the vote 2,112,800
		(ii)	Shared power to vote or to
direct the vote 15,300
		(iii)	Sole power to dispose or
to direct the disposition of 2,128,100
		(iv)	Shared power to dispose or
to direct the disposition of
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 o .
Not applicable.
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
The filerop manages
15,300 shares by delegation from Schroder Investment Management Ltd, which
could be deemed to share voting power with respect to delegated portfolios.
Schroder Investment Management Ltd. is an FSA-registered investment adviser
under common control with the adviser.
It is located in the United Kingdom at 31 Gresham Street, London EC2V
7QA. Schroder Investment Management
North America Inc. disclaims the existence of a group
Item 9.	Notice of Dissolution of Group
Not applicable.

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Item 10.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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.

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.

February 8, 2008
Date
/s/ Stephen M. DeTore
Signature
Stephen M. DeTore/Chief Compliance Officer
Name/Title

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