INTERLINK ELECTRONICS INC — Major Shareholding Notification 2007

May 17, 2007

SC 13D/A 1 v075955_sc13da.htm Unassociated Document Licensed to: vf Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Interlink Electronics, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

458751104

(CUSIP Number)

| Mr.
George Lee | with
a copy to : |
| --- | --- |
| General
Counsel | John
D. Hogoboom, Esq. |
| Greenway
Capital | Lowenstein
Sandler PC |
| 300
Crescent Court, Ste. 1111 | 65
Livingston Avenue |
| Dallas,
Texas 75201 | Roseland,
New Jersey 07068 |
| (214)
756-6040 | (973)
597-2500 |

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 11, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

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 (“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. 458751104 — 1. | Names
of
Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) BC
Advisors,
LLC | |
| --- | --- | --- |
| 2. | Check
the
Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| 3. | SEC
Use Only | |
| 4. | Source
of
Funds (See Instructions) WC | |
| 5. | Check
if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) Not
Applicable | |
| 6. | Citizenship
or Place of Organization Texas | |
| Number
of Shares Beneficially Owned by Each Reporting Person
With | 7. | Sole
Voting
Power 1,458,215 1 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive
Power 1,458,215 1 |
| | 10. | Shared
Dispositive
Power 0 |
| 11. | Aggregate
Amount Beneficially Owned
by Each Reporting Person 1,458,215 1 | |
| 12. | Check
if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) Not
Applicable | |
| 13. | Percent
of Class Represented by
Amount in Row (11) 10.6% 2 | |
| 14. | Type
of Reporting Person (See
Instructions) HC/CO | |

---

1 Reflects 1,458,215 shares of common stock of Interlink Electronics, Inc. (“Interlink” or the “Issuer”) beneficially owned by SRB Management, L.P. Because BC Advisors, LLC, as general partner, has sole investment and voting power over SRB Management, L.P.’s security holdings, BC Advisors, LLC may be deemed to have beneficial ownership of these shares.

2 Based on 13,749,310 shares of common stock of the Issuer issued and outstanding as of May 7, 2007, as reported by the Issuer in Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2007.

-2-

| CUSIP
No. 458751104 — 1. | Names
of
Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) SRB
Management, L.P. | |
| --- | --- | --- |
| 2. | Check
the
Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| 3. | SEC
Use Only | |
| 4. | Source
of
Funds (See Instructions) WC | |
| 5. | Check
if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) Not
Applicable | |
| 6. | Citizenship
or Place of Organization Texas | |
| Number
of Shares Beneficially Owned by Each Reporting Person
With | 7. | Sole
Voting
Power 1,458,215 3 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive
Power 1,458,215 3 |
| | 10. | Shared
Dispositive
Power 0 |
| 11. | Aggregate
Amount Beneficially Owned
by Each Reporting Person 1,458,215 3 | |
| 12. | Check
if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) Not
Applicable | |
| 13. | Percent
of Class Represented by
Amount in Row (11) 10.6% 2 | |
| 14. | Type
of Reporting Person (See
Instructions) IA/PN | |

---

3 Includes 149,700 shares of Common Stock owned by SRB Greenway Capital, L.P., 1,248,415 shares of Common Stock owned by SRB Greenway Capital (QP), L.P., and 60,100 shares of Common Stock owned by SRB Greenway Offshore Operating Fund, L.P. Because SRB Management, L.P. is the investment adviser to and general partner of each of SRB Greenway Capital, L.P., SRB Greenway Capital (QP), L.P., and SRB Greenway Offshore Operating Fund, L.P. and controls their voting and investment decisions, SRB Management, L.P. may be deemed to have beneficial ownership of these shares.

-3-

| CUSIP
No. 458751104 — 1. | Names
of
Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) Steven
R.
Becker | |
| --- | --- | --- |
| 2. | Check
the
Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| 3. | SEC
Use Only | |
| 4. | Source
of
Funds (See Instructions) WC | |
| 5. | Check
if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) Not
Applicable | |
| 6. | Citizenship
or Place of Organization: United
States | |
| Number
of Shares Beneficially Owned by Each Reporting Person
With | 7. | Sole
Voting
Power 1,458,215 4 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive
Power 1,458,215 4 |
| | 10. | Shared
Dispositive
Power 0 |
| 11. | Aggregate
Amount Beneficially Owned
by Each Reporting Person 1,458,215 4 | |
| 12. | Check
if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) Not
Applicable | |
| 13. | Percent
of Class Represented by
Amount in Row (11) 10.6% 2 | |
| 14. | Type
of Reporting Person (See
Instructions) IN | |

---

4 Because BC Advisors, LLC has sole voting and investment power over SRB Management, L.P.’s security holdings and Mr. Becker, in his role as sole manager of BC Advisors, LLC, controls its voting and investment decisions, Mr. Becker may be deemed to have beneficial ownership of the 1,458,215 shares of Common Stock beneficially owned by SRB Management, L.P.

-4-

| CUSIP
No. 458751104 — 1. | Names
of
Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) SRB
Greenway
Capital, L.P. | |
| --- | --- | --- |
| 2. | Check
the
Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| 3. | SEC
Use Only | |
| 4. | Source
of
Funds (See Instructions) WC | |
| 5. | Check
if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) Not
Applicable | |
| 6. | Citizenship
or Place of Organization Texas | |
| Number
of Shares Beneficially Owned by Each Reporting Person
With | 7. | Sole
Voting
Power 149,700 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive
Power 149,700 |
| | 10. | Shared
Dispositive
Power 0 |
| 11. | Aggregate
Amount Beneficially Owned
by Each Reporting Person 149,700 | |
| 12. | Check
if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) Not
Applicable | |
| 13. | Percent
of Class Represented by
Amount in Row (11) 1.1% | |
| 14. | Type
of Reporting Person (See
Instructions) PN | |

-5-

| CUSIP
No. 458751104 — 1. | Names
of
Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) SRB
Greenway
Capital (Q.P.), L.P. | |
| --- | --- | --- |
| 2. | Check
the
Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| 3. | SEC
Use Only | |
| 4. | Source
of
Funds (See Instructions) WC | |
| 5. | Check
if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) Not
Applicable | |
| 6. | Citizenship
or Place of Organization Texas | |
| Number
of Shares Beneficially Owned by Each Reporting Person
With | 7. | Sole
Voting
Power 1,248,415 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive
Power 1,248,415 |
| | 10. | Shared
Dispositive
Power 0 |
| 11. | Aggregate
Amount Beneficially Owned
by Each Reporting Person 1,248,415 | |
| 12. | Check
if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) Not
Applicable | |
| 13. | Percent
of Class Represented by
Amount in Row (11) 9.1% | |
| 14. | Type
of Reporting Person (See
Instructions) PN | |

-6-

| CUSIP
No. 458751104 — 1. | Names
of
Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) SRB
Greenway
Offshore Operating Fund, L.P. | |
| --- | --- | --- |
| 2. | Check
the
Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) o | |
| | (b) x | |
| 3. | SEC
Use Only | |
| 4. | Source
of
Funds (See Instructions) WC | |
| 5. | Check
if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or
2(e) Not
Applicable | |
| 6. | Citizenship
or Place of Organization Cayman
Islands | |
| Number
of Shares Beneficially Owned by Each Reporting Person
With | 7. | Sole
Voting
Power 60,100 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive
Power 60,100 |
| | 10. | Shared
Dispositive
Power 0 |
| 11. | Aggregate
Amount Beneficially Owned
by Each Reporting Person 60,100 | |
| 12. | Check
if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) Not
Applicable | |
| 13. | Percent
of Class Represented by
Amount in Row (11) 0.4% | |
| 14. | Type
of Reporting Person (See
Instructions) PN | |

-7-

Item 5. Interest in Securities of the Issuer .

Item 5 is hereby restated in its entirety as follows:

(a) As of May 11, 2007, SRBGC owns 149,700 shares of Common Stock, SRBQP owns 1,248,415 shares of Common Stock, and SRB Offshore owns 60,100 shares of Common Stock. SRB Management is the investment adviser to and general partner of each of SRBGC, SRBQP and SRB Offshore. Because BCA has sole voting and investment power over SRB Management’s security holdings, and Mr. Becker, in his role as the sole principal of BCA, controls its voting and investment decisions, each of SRB Management, BCA, and Mr. Becker may be deemed to have beneficial ownership of the 1,458,215 shares owned of record by SRBGC, SRBQP and SRB Offshore, which represent approximately 10.6% of the outstanding Common Stock.

All ownership percentages are based on 13,749,310 shares of Common Stock outstanding at April 26, 2007, as reported by the Issuer in Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2007.

(b) Mr. Becker has sole power to vote and dispose or direct the disposition of all shares held of record by SRBGC, SRBQP and SRB Offshore.

(c) Transactions effected in Common Stock that have taken place in the past sixty days are attached as Exhibit B , all of which were purchases effected in ordinary brokerage transactions.

(d) Not applicable.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits .

A. Joint Filing Agreement, dated May 15, 2007, entered into by and among BC Advisors, LLC, SRB Management, L.P., Steven R. Becker, SRB Greenway Capital, L.P., SRB Greenway Capital (QP), L.P., and SRB Greenway Offshore Operating Fund, L.P.

B. Transactions in the past sixty days with respect to the Issuer’s Common Stock.

-8-

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.

| May
15, 2007 | |
| --- | --- |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |
| SRB
MANAGEMENT, L.P. | |
| By:
BC Advisors, LLC, its general partner | |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |
| /s/
Steven R. Becker | |
| Steven
R. Becker | |
| SRB
GREENWAY CAPITAL, L.P. | |
| By:
SRB Management, L.P., its general partner | |
| By:
BC Advisors, LLC, its general partner | |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |
| SRB
GREENWAY CAPITAL (QP), L.P. | |
| By:
SRB Management, L.P., its general partner | |
| By:
BC Advisors, LLC, its general partner | |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |

-9-

| SRB
GREENWAY OFFSHORE OPERATING FUND, L.P. | |
| --- | --- |
| By:
SRB Management, L.P., its general partner | |
| By:
BC Advisors, LLC, its general partner | |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

-10-

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Interlink Electronics, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of May 15, 2007.

| BC
ADVISORS, LLC | |
| --- | --- |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |
| SRB
MANAGEMENT, L.P. | |
| By:
BC Advisors, LLC, its general partner | |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |
| /s/
Steven R. Becker | |
| Steven
R. Becker | |
| SRB
GREENWAY CAPITAL, L.P. | |
| By:
SRB Management, L.P., its general partner | |
| By:
BC Advisors, LLC, its general partner | |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |

-11-

| SRB
GREENWAY CAPITAL (QP), L.P. | |
| --- | --- |
| By:
SRB Management, L.P., its general partner | |
| By:
BC Advisors, LLC, its general partner | |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |
| SRB
GREENWAY OFFSHORE OPERATING FUND, L.P. | |
| By:
SRB Management, L.P., its general partner | |
| By:
BC Advisors, LLC, its general partner | |
| By: | /s/
Steven R. Becker |
| | Steven
R. Becker, Member |

-12-

EXHIBIT B

Date	Amount	Price
March
14, 2007	11,800	$2.75
May
11, 2007	5,000	$2.05
May
11, 2007	7,500	$2.1033
May
11, 2007	2,500	$2.12
May
11, 2007	2,500	$2.14
May
11, 2007	2,500	$2.15
May
11, 2007	5,000	$2.20
May
11, 2007	10,000	$2.15
May
11, 2007	20,000	$2.10

-13-