SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULES 13d-2(b) and 13d-2(d)
(Amendment No. 3)*
Iteris, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
46564T107
(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:
¨ 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 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).
Page 1 of 5
SCHEDULE 13G
| CUSIP No. 46564T107 | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON
Lloyd I. Miller, III | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4.663.482 | ||||
| 6 | SHARED VOTING POWER
127,843 | |||||
| 7 | SOLE DISPOSITIVE POWER
4.663.482 | |||||
| 8 | SHARED DISPOSITIVE POWER
127,843 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,791,325 | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.0% | |||||
| 12 |
TYPE OF REPORTING PERSON
IN-IA-OO** | |||||
SEE INSTRUCTIONS BEFORE FILLING OUT!
| ** | See Item 4. |
Page 3 of 5
| Item 1 | (a). |
Name of Issuer: | ||||||||||
| Iteris, Inc. | ||||||||||||
| Item 1 | (b). |
Address of Issuers’s Principal Executive Offices: | ||||||||||
| 1700 Carnegie Avenue Suite 100 Santa Ana, CA 92705 |
||||||||||||
| Item 2 | (a). |
Name of Person Filing: | ||||||||||
| Lloyd I. Miller, III | ||||||||||||
| Item 2 | (b). |
Address of Principal Business Office or, if None, Residence: | ||||||||||
| 222 Lakeview Avenue Suite 160-365 West Palm Beach, Florida 33401 |
||||||||||||
| Item 2 | (c). |
Citizenship: | ||||||||||
| U.S.A. | ||||||||||||
| Item 2 | (d). |
Title of Class of Securities: | ||||||||||
| Common Stock | ||||||||||||
| Item 2 | (e). |
CUSIP Number: | ||||||||||
| 46564T107 | ||||||||||||
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: | |||||||||||
| Not Applicable, this statement is filed pursuant to 13d-1(c) | ||||||||||||
Page 4 of 5
| Item 4. | OWNERSHIP: | |||||||||
| The reporting person has shared dispositive and voting power with respect to 127,843 shares of the reported securities as (i) an investment advisor to the trustee of a certain family trust, (ii) as an authorized person with respect to a custody account, and (iii) co-member and co-manager of a limited liability company. The reporting person has sole dispositive and voting power with respect to 4,663,482 of the reported securities as (i) a manager of a limited liability company that is the general partner of a certain limited partnership, (ii) the manager of a limited liability company that is the adviser to certain family trusts, and (iii) an individual. | ||||||||||
| (a) | 4,791,325 | |||||||||
| (b) | 14.0% | |||||||||
| (c) | (i) | sole voting power: | ||||||||
| 4,663,482 | ||||||||||
| (ii) | shared voting power: | |||||||||
| 127,843 | ||||||||||
| (iii) | sole dispositive power: | |||||||||
| 4,663,482 | ||||||||||
| (iv) | shared dispositive power: | |||||||||
| 127,843 | ||||||||||
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |||||||||
| Not Applicable | ||||||||||
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |||||||||
| Other than shares held directly by Lloyd I. Miller, III, persons other than Lloyd I. Miller, III have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities. | ||||||||||
| 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 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. | ||||||||||
Page 5 of 5
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.
| Dated: February 14, 2012 |
/s/ Lloyd I. Miller, III | |
| Lloyd I. Miller, III |