IRIDEX CORP — Major Shareholding Notification 2007

Feb 14, 2007

SC 13G/A 1 v064543_sc13ga.htm

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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. 1) *

Iridex Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

462684101

(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)

x 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 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).

Persons who 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.

SEC 1745 (3-06)

Page 1 of 6 pages

CUSIP No.462684101 13G Page 2 of 6 Pages

1. Name of Reporting Person

Black River Asset Management LLC

Tax ID #41-2066451

1. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

1. SEC Use Only

2. Citizenship or Place of Organization

State of Delaware

| Number
of | 5. | Sole
Voting Power |
| --- | --- | --- |
| Shares | | 0 |
| Beneficially | | |
| Owned
by | 6. | Shared
Voting Power |
| Each | | 757,134 |
| Reporting | | |
| Person | 7. | Sole
Dispositive Power |
| With: | | 0 |
| | 8. | Shared
Dispositive Power |
| | | 757,134 |

1. Aggregate Amount Beneficially Owned by Each Reporting Person

757,134

1. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

1. Percent of Class Represented by Amount in Row (9)

9.6%

1. Type of Reporting Person (See Instructions)

IA

CUSIP No. 462684101 13G Page 3 of 6 Pages

1. Name of Reporting Person

Black River Long/Short Fund Ltd.

Tax ID #98-0475958

1. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

1. SEC Use Only

2. Citizenship or Place of Organization

Cayman Islands

| Number
of | 5. | Sole
Voting Power |
| --- | --- | --- |
| Shares | | 0 |
| Beneficially | | |
| Owned
by | 6. | Shared
Voting Power |
| Each | | 594,907 |
| Reporting | | |
| Person | 7. | Sole
Dispositive Power |
| With: | | 0 |
| | 8. | Shared
Dispositive Power |
| | | 594,907 |

1. Aggregate Amount Beneficially Owned by Each Reporting Person

594,907

1. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

1. Percent of Class Represented by Amount in Row (9)

7.6%

1. Type of Reporting Person (See Instructions)

00

CUSIP No. 462684101 13G Page 4 of 6 Pages

| Item
1. | (a) | Name
of Issuer: |
| --- | --- | --- |
| | | Iridex
Corporation |
| | (b) | Address
Of Issuer's Principal Executive Offices: |
| | | 1212
Terra Bella Avenue |
| | | Mountain
View, CA 94043-1824 |
| Item
2. | (a) | Name
of Person Filing: |
| | | This
statement is filed by: (i) Black River Asset Management LLC (“Black
River”) with respect to shares of common stock of the Issuer (“Shares”)
owned by Black River Long/Short Fund Ltd. (“Long/Short
Fund”) and the Black River Long/Short Opportunity Fund LLC; and (ii) the
Long/Short Fund with respect to Shares owned by
it. |
| | (b) | Address
of Principal Business Office, or, if none,
Residence: |
| | | Business
office of Black River 12700
Whitewater Drive Minnetonka,
MN 55343 |
| | | Business
office of Long/Short Fund P.O.
Box 309GT Ugland
House South Church Street George
Town, Grand Cayman Cayman Islands |
| | (c) | Citizenship: |
| | | Black
River is a Delaware limited liability company. |
| | | Long/Short
Fund is a Cayman Islands exempted company. |
| | (d) | Title
of Class of Securities: |
| | | Common
Stock |
| | (e) | Cusip
Number: |
| | | 462684101 |
| 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
(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)(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)(ii)(J). |

CUSIP No. 462684101 13G Page 5 of 6 Pages

ITEM 4. Ownership

| The
percentages used herein are calculated based upon the Shares issued
and
outstanding as of December 15, 2006, as reported on the Issuer’s
quarterly report on Form 10-Q filed for the fiscal period ending
September
30, 2006. |
| --- |
| As
of close of business on December 29,
2006. |

| 1.
Black River Asset Management LLC (“Black River”) |
| --- |
| (a)
Amount beneficially owned: 757,134 |
| (b)
Percent of class: 9.6% |
| (c)
Number of shares as to which the person
has: |

| (i)
Sole power to vote or to direct the vote: 0 |
| --- |
| (ii)
Shared power to vote or to direct the vote: 757,134 |
| (iii)
Sole power to dispose or to direct the disposition of:
0 |
| (iv)
Shared power to dispose or to direct the disposition of:
757,134 |

| 2.
Black River Long/Short Fund Ltd. (“Long/Short Fund”) |
| --- |
| (a)
Amount beneficially owned: 594,907 |
| (b)
Percent of class: 7.6% |
| (c)
Number of shares as to which the person
has: |

| (i)
Sole power to vote or to direct the vote: 0 |
| --- |
| (ii)
Shared power to vote or to direct the vote: 594,907 |
| (iii)
Sole power to dispose or to direct the disposition of:
0 |
| (iv)
Shared power to dispose or to direct the disposition of:
594,907 |

Black River does not own any Shares or securities convertible into shares. Pursuant to an investment advisory agreement, Black River has investment and voting power with respect to the securities held by the Long/Short Fund.

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 .

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

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.

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.

CUSIP No. 462684101 13G Page 6 of 6 Pages

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
14, 2007 |
| --- |
| Date |
| /s/
Robert Goedken |
| Signature |
| Black
River Asset Management LLC |
| Robert
Goedken, Chief Legal Officer |
| Name/Title |

| February
14, 2007 |
| --- |
| Date |
| /s/
Robert Goedken |
| Signature |
| Black
River Long/Short Fund Ltd. |
| By:
Black River Asset Management LLC, Its Investment
Advisor |
| Robert
Goedken, Chief Legal Officer |
| Name/Title |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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 for whom copies are to be sent.

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