RICHARDSON ELECTRONICS, LTD. — Major Shareholding Notification 2012

Feb 14, 2012

SC 13G/A 1 a12-3494_7sc13ga.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)**

*Richardson Electronics, Ltd*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*763165107*

(CUSIP Number)

*December 31, 2011*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	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 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).

SEQ.=1,FOLIO='',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-ba.htm',USER='105586',CD='Jan 26 15:59 2012'

CUSIP No. 763165107 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gates Capital Management, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware corporation
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,117,651 shares of Common Stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,117,651 shares of Common Stock
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,117,651 shares of Common Stock
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) Approximately 8.0% as of the date of this filing (based on 14,021,896 shares of Common Stock issued and outstanding as of January 9, 2012)
12.	Type of Reporting Person (See Instructions) CO, HC

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-ba.htm',USER='105586',CD='Jan 26 15:59 2012'

CUSIP No. 763165107 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gates Capital Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware limited partnership
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,117,651 shares of Common Stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,117,651 shares of Common Stock
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,117,651 shares of Common Stock
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) Approximately 8.0% as of the date of this filing (based on 14,021,896 shares of Common Stock issued and outstanding as of January 9, 2012)
12.	Type of Reporting Person (See Instructions) PN, HC

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-ba.htm',USER='105586',CD='Jan 26 15:59 2012'

CUSIP No. 763165107 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ECF Value Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware limited partnership
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,117,651 shares of Common Stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,117,651 shares of Common Stock
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,117,651 shares of Common Stock
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) Approximately 8.0% as of the date of this filing (based on 14,021,896 shares of Common Stock issued and outstanding as of January 9, 2012)
12.	Type of Reporting Person (See Instructions) PN

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-ba.htm',USER='105586',CD='Jan 26 15:59 2012'

CUSIP No. 763165107 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ECF Value Fund II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware limited partnership
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,117,651 shares of Common Stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,117,651 shares of Common Stock
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,117,651 shares of Common Stock
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) Approximately 8.0% as of the date of this filing (based on 14,021,896 shares of Common Stock issued and outstanding as of January 9, 2012)
12.	Type of Reporting Person (See Instructions) PN

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-ba.htm',USER='105586',CD='Jan 26 15:59 2012'

CUSIP No. 763165107 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ECF Value Fund International, Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands company
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,117,651 shares of Common Stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,117,651 shares of Common Stock
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,117,651 shares of Common Stock
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) Approximately 8.0% as of the date of this filing (based on 14,021,896 shares of Common Stock issued and outstanding as of January 9, 2012
12.	Type of Reporting Person (See Instructions) CO

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-ba.htm',USER='105586',CD='Jan 26 15:59 2012'

CUSIP No. 763165107 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jeffrey L. Gates
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0
	6.	Shared Voting Power 1,117,651 shares of Common Stock
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 1,117,651 shares of Common Stock
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,117,651 shares of Common Stock
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) Approximately 8.0% as of the date of this filing (based on 14,021,896 shares of Common Stock issued and outstanding as of January 9, 2012)
12.	Type of Reporting Person (See Instructions) IN; HC

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-ba.htm',USER='105586',CD='Jan 26 15:59 2012'

Item 1.
(a)	Name of Issuer Richardson Electronics, Ltd.
(b)	Address of Issuer’s Principal Executive Offices 40 West 267 Keslinger Road PO Box 393, LaFox, Ill 60147-0393
Item 2.
(a)	Name of Person Filing
(b)	Address of Principal Business Office or, if none, Residence
(c)	Citizenship Gates Capital Management, Inc. 1177 Ave. of the Americas, 32 nd Floor New York, New York 10036 Delaware corporation Gates Capital Partners, L.P. 1177 Ave. of the Americas, 32 nd Floor New York, New York 10036 Delaware limited partnership ECF Value Fund, L.P. c/o Gates Capital Management, Inc. 1177 Ave. of the Americas, 32 nd Floor New York, New York 10036 Delaware limited partnership ECF Value Fund II, L.P. c/o Gates Capital Management, Inc. 1177 Ave. of the Americas, 32 nd Floor New York, New York 10036 Delaware limited partnership ECF Value Fund International, Ltd. c/o Harneys Westwood & Riegels Craigmuir Chambers P.O. Box 71 Road Town, Tortola British Virgin Islands British Virgin Islands company

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-bc.htm',USER='105586',CD='Jan 26 16:05 2012'

	(d)	Jeffrey L. Gates c/o Gates Capital Management, Inc. 1177 Ave. of the Americas, 32 nd Floor New York, New York 10036 United States citizen — Title of Class of Securities Common Stock
	(e)	CUSIP Number 763165107
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)	o	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 associations 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).

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-bc.htm',USER='105586',CD='Jan 26 16:05 2012'

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. Gates Capital Management, Inc. Gates Capital Partners, L.P. ECF Value Fund, L.P. ECF Value Fund II, L.P. ECF Value Fund International, Ltd. Jeffrey L. Gates
	(a)	Amount beneficially owned: 1,117,651 shares of Common Stock
	(b)	Percent of class: Approximately 8.0% as of the date of this filing (based on 14,021,896 shares of Common Stock issued and outstanding as of January 9, 2012)
	(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 1,117,651 shares of Common Stock
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 1,117,651 shares of Common Stock
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
NA

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-bc.htm',USER='105586',CD='Jan 26 16:05 2012'

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
NA
Item 8.	Identification and Classification of Members of the Group
NA
Item 9.	Notice of Dissolution of Group
NA
Item 10.	Certification
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.

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-bc.htm',USER='105586',CD='Jan 26 16:05 2012'

*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 14, 2012 — GATES CAPITAL MANAGEMENT, INC.		GATES CAPITAL PARTNERS, L.P.
		By:	Gates Capital Management, Inc.
By:	/s/ Jeffrey L. Gates		Its Investment Manager
	Jeffrey L. Gates, President
		By:	/s/ Jeffrey L. Gates
			Jeffrey L. Gates, President
ECF VALUE FUND, L.P.		ECF VALUE FUND II, L.P.
By:	Gates Capital Partners, L.P.	By:	Gates Capital Partners, L.P.
	Its General Partner		Its General Partner
By:	Gates Capital Management, Inc.	By:	Gates Capital Management, Inc.
	Its Investment Manager		Its Investment Manager
By:	/s/ Jeffrey L. Gates	By:	/s/ Jeffrey L. Gates
	Jeffrey L. Gates, President		Jeffrey L. Gates, President
ECF VALUE FUND INTERNATIONAL, LTD.		JEFFREY L. GATES
By:	Gates Capital Management, Inc.
	Its Investment Manager	By:	/s/ Jeffrey L. Gates
			Jeffrey L. Gates
By:	/s/ Jeffrey L. Gates
	Jeffrey L. Gates, President

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\105586\12-3494-7\task5062412\3494-7-bc.htm',USER='105586',CD='Jan 26 16:05 2012'