UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
White Electronic Designs Corporation
(Name of Issuer)
 
Common Stock

(Title of Class of Securities)
 
963801105
(CUSIP Number)
 
December 4, 2009

(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 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 (the “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. 963801105
13G
Page 2 of 12 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
 
Wynnefield Partners Small Cap Value, L.P.
13-3688497
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  
(b)   x Reporting person is affiliated with other persons
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
364,261
 
6
SHARED VOTING POWER
0
 
7
SOLE DISPOSITIVE POWER
364,261
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
364,261
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6 %
 
12
TYPE OF REPORTING PERSON (See Instructions)
PN
 
 
 
 

 
 
CUSIP NO. 963801105
13G
Page 3 of 12 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
 
Wynnefield Partners Small Cap Value, L.P. I
13-3953291
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  
(b)   x Reporting person is affiliated with other persons
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
642,556
 
6
SHARED VOTING POWER
0
 
7
SOLE DISPOSITIVE POWER
642,556
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
642,556
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8 %
 
12
TYPE OF REPORTING PERSON (See Instructions)
PN
 


 
 

 
 
CUSIP NO. 963801105
13G
Page 4 of 12 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
 
Wynnefield Small Cap Value Offshore Fund, Ltd.
(No IRS Identification No.)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  
(b)   x Reporting person is affiliated with other persons
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
420,184
 
6
SHARED VOTING POWER
0
 
7
SOLE DISPOSITIVE POWER
420,184
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
420,184
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8 %
 
12
TYPE OF REPORTING PERSON (See Instructions)
CO
 


 
 

 
 
CUSIP NO. 963801105
13G
Page 5 of 12 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
 
Wynnefield Capital Management, LLC
13-4018186
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  
(b)   x Reporting person is affiliated with other persons
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
1,006,817 (1)
 
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,006,817 (1)
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,006,817 (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4 %
 
12
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
 
(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P.I.
 

 
 

 

CUSIP NO. 963801105
13G
Page 6 of 12 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
 
Wynnefield Capital, Inc.
13-3688495
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  
(b)   x Reporting person is affiliated with other persons
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
420,184  (1)
 
6
SHARED VOTING POWER
0
 
7
SOLE DISPOSITIVE POWER
420,184  (1)
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
420,184  (1)
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8 %
 
12
TYPE OF REPORTING PERSON (See Instructions)
CO
 
(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

 
 

 
 
CUSIP NO. 963801105
13G
Page 7 of 12 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
 
Nelson Obus
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  
(b)   x Reporting person is affiliated with other persons
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
(a) United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,427,001 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,427,001 (1)
8
SHARED DISPOSITIVE POWER
 
0
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,427,001 (1)
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2 %
12
 
TYPE OF REPORTING PERSON*
IN
 
(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd, because he is a co-managing member of Wynnefield Capital Management, LLC and an executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 
 

 

CUSIP NO. 963801105
13G
Page 8 of 12 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
 
Joshua Landes
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  
(b)   x Reporting person is affiliated with other persons
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
(b)United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 1,273,301 (1)
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,273,301(1)
8
SHARED DISPOSITIVE POWER
 
0
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  1,273,301 (1)
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7 %
 
12
 
TYPE OF REPORTING PERSON*
IN
 
(1) Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd, because he is a co-managing member of Wynnefield Capital Management, LLC and an executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement


 
 

 

CUSIP NO. 963801105
13G
Page 9 of 12 Pages

Explanatory Note:

This Statement of Beneficial Ownership on Schedule 13G (the “Statement”) is being filed to amend the Reporting Persons’ (as defined below) Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission on December 11, 2008, as further amended by Amendment No. 1 filed on December 19, 2008 and Amendment No. 2 filed on February 10, 2009, to re-establish the Reporting Persons’ Schedule 13G eligibility pursuant to Rule 13d-1(h) under the Securities Exchange Act of 1934, as amended, since the Reporting Persons have determined that they no longer hold the Common Share (as defined below) with a purpose or effect of changing or influencing control of the Issuer or in connection with or as a participant in any transaction having that purpose or effect.
 
Item 1(a).
Name of Issuer:
 
White Electronic Designs Corporation, an Indiana corporation the (“ Issuer ”).
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
3601 E University Dr, Phoenix, Arizona  85034-7217
 
Item 2(a).
Name of Filing Person:   The “Reporting Persons” are:
 
Wynnefield Partners Small Cap Value, L.P. (" Partners ")
 
Wynnefield Partners Small Cap Value, L.P. I (" Partners I ")
 
Wynnefield Partners Small Cap Offshore Fund, Ltd. (" Fund ")
 
Wynnefield Capital Management, LLC (“ WCM ”)

Wynnefield Capital Inc. (“ WCI ”)

Nelson Obus (“ Obus ”)

Joshua Landes (“ Landes ”)

 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
450 Seventh Avenue, Suite 509, New York, New York 10123

Item 2(c).
Citizenship:
 
Partners and Partners I are Delaware Limited Partnerships.

Fund is a Cayman Islands Company.

WCM is a New York Limited Liability Company.

WCI is a Delaware Corporation.

Mr. Obus is a United States citizen.

Mr. Landes is a United States citizen.


Item 2(d).
Title of Class of Securities:
 
Common Stock, $0.10 stated value per share (the “Common Shares”)

Item 2(e).
CUSIP Number:
 
963801105

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:
 
None of the reporting persons is an entity specified in Rule 13d-1(b)(1)(ii).
 
Item 4.
Ownership:
 
(a) Amount beneficially owned by all Reporting Persons: 1,427,001 Common Shares

(b) Percent of class: 6.2% of the outstanding Common Shares (the percentage of shares owned being based upon 22,940,196 Common Shares outstanding as of August 7, 2009, as set forth in the Issuer’s most recent report on Form 10-Q for the period ended June 28, 2009, filed with the Securities and Exchange Commission on August 12, 2009).

(c) Number of shares as to which the Reporting Persons have:

(i) sole power to vote or to direct the vote: 1,427,001 Common Shares

(ii) shared power to vote or to direct the vote: 0

(iii) sole power to dispose or to direct the disposition: 1,427,001 Common Shares

(iv) shared power to dispose or to direct the disposition: 0


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:
 

 
 

 

CUSIP NO. 963801105
13G
Page 10 of 12 Pages

 
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:
 
See Item 2.
 
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.
 

 
 

 
 
CUSIP NO. 963801105
13G
Page 11 of 12 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.
 
Dated:                 December 4, 2009
 

WYNNEFIELD PARTNERS SMALL
CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,
General Partner

By:            /s/ Nelson Obus
Nelson Obus, Co-Managing Member


WYNNEFIELD PARTNERS SMALL
CAP VALUE, L.P. I

By: Wynnefield Capital Management, LLC,
General Partner

By:            /s/ Nelson Obus
Nelson Obus, Co-Managing Member


WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By: Wynnefield Capital, Inc.

By:            /s/ Nelson Obus                                                       
Nelson Obus, President


WYNNEFIELD CAPITAL MANAGEMENT, LLC

By:            /s/ Nelson Obus                                                       
Nelson Obus, Co-Managing Member



 
 

 

CUSIP NO. 963801105
13G
Page 12 of 12 Pages


WYNNEFIELD CAPITAL, INC.

By:            /s/ Nelson Obus                                                       
Nelson Obus, President



/s/ Nelson Obus                                                 
Nelson Obus

/s/ Joshua H. Landes
Joshua H. Landes


 
 

 

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