SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d)
AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.3)*
Virtus Investment Partners,
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
92828Q109
(CUSIP
Number)
December 31,
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:
[
]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).
(Continued
on the Following Pages)
1.NAMES OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
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
0
6.SHARED VOTING POWER
377,500
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
377,500
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
377,500
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.5%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
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
0
6.SHARED VOTING POWER
377,500
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
377,500
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
377,500
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.5%
12.TYPE OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Sonoma
Capital Management, LLC
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
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
0
6.SHARED VOTING POWER
377,500
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
377,500
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
377,500
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.5%
12.TYPE OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Jeffrey
Thorp IRA, HSBC Bank USA, N.A. as
Custodian
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
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
0
6.SHARED VOTING POWER
377,500
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
377,500
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
377,500
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.5%
12.TYPE OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAMES OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(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
0
6.SHARED VOTING POWER
755,000
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
755,000
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
755,000
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[
]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
13.0%
12.TYPE OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed to correct the Amendment filed earlier today by the Reporting
Persons (as defined below) which incorrectly reported a change in the Reporting
Persons’ beneficial ownership of the common stock (the "Common Stock") of Virtus
Investment Partners, Inc. (the "Issuer") from Amendment No.1 filed by them on
April 17, 2009. This statement reflects the Reporting Persons’
beneficial ownership of Common Stock as of February 15, 2010, which remains
unchanged from the April 17, 2009 filing.
The
names of the persons filing this statement on Schedule 13G (the "Reporting
Persons") are:
|
·
|
Sonoma
Capital Management, LLC;
|
|
·
|
Jeffrey
Thorp IRA, HSBC Bank USA, N.A. as Custodian (the “HSBC IRA”);
and
|
Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
Collectively, the Reporting Persons
beneficially own 755,000 shares of Common Stock, representing 13.0% of the
outstanding shares of Common Stock.
I.
Sonoma Capital, LP
(a)
Amount beneficially owned: 377,500
(b)
Percent of class: 6.5%
(c)
Number of Common Shares as to which the Reporting Person has:
(i) Sole power to
vote or direct the vote: 0
(ii) Shared power
to vote or direct the vote: 377,500 (See Note 1.)
(iii) Sole power
to dispose or direct the disposition: 0
(iv) Shared power
to dispose or direct the disposition: 377,500 (See Note 1.)
II.
Sonoma Capital, LLC
(a) Amount
beneficially owned: 377,500
(b)
Percent of class: 6.5%
(c)
Number of Common Shares as to which the Reporting Person has:
(i) Sole power to
vote or direct the vote: 0
(ii) Shared power
to vote or direct the vote: 377,500 (See Note 1.)
(iii) Sole power
to dispose or direct the disposition: 0
(iv) Shared power
to dispose or direct the disposition: 377,500 (See Note 1.)
III.
Sonoma Capital Management, LLC
(a) Amount
beneficially owned: 377,500
(b)
Percent of class: 6.5%
(c)
Number of Common Shares as to which the Reporting Person has:
(i) Sole power to
vote or direct the vote: 0
(ii) Shared power
to vote or direct the vote: 377,500 (See Note 1.)
(iii) Sole power
to dispose or direct the disposition: 0
(iv) Shared power
to dispose or direct the disposition: 377,500 (See Note 1.)
IV.
HSBC IRA
(a) Amount
beneficially owned: 377,500
(b)
Percent of class: 6.5%
(c)
Number of Common Shares as to which the Reporting Person has:
(i) Sole power to
vote or direct the vote: 0
(ii) Shared power
to vote or direct the vote: 377,500 (See Note 1.)
(iii) Sole power
to dispose or direct the disposition: 0
(iv) Shared power
to dispose or direct the disposition: 377,500 (See Note 1.)
V.
Jeffrey Thorp
(a) Amount
beneficially owned: 755,000
(b)
Percent of class: Less than 13.0%
(c)
Number of Common Shares as to which the Reporting Person has:
(i) Sole power to
vote or direct the vote: 0
(ii) Shared power
to vote or direct the vote: 755,000 (See Note 1.)
(iii) Sole power
to dispose or direct the disposition: 0
(iv) Shared power
to dispose or direct the disposition: 755,000 (See Note 1.)
Note
1: Sonoma Capital, LLC is the general partner of Sonoma Capital,
LP. Jeffrey Thorp is the managing member of Sonoma Capital,
LLC. Sonoma Capital Management, LLC is the investment manager of
Sonoma Capital, LP. Jeffrey Thorp is the managing member of Sonoma
Capital Management, LLC. As a result, Sonoma Capital, LP, Sonoma
Capital Management, LLC, Sonoma Capital LLC and Jeffrey Thorp may be deemed to
have shared power to vote or to direct the vote and shared power to dispose or
to direct the disposition of the shares of Common Stock owned by Sonoma Capital,
LP
Jeffrey Thorp is the controlling person
of the HSBC IRA. As a result, Jeffrey Thorp may be deemed to have
shared power to vote or to direct the vote and shared power to dispose or to
direct the disposition of the shares of Common Stock owned by the HSBC
IRA.
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.
SIGNATURES
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
16, 2010
SONOMA
CAPITAL, LP
By:
Sonoma Capital, LLC, as General Partner
By:
/s/ Jeffrey Thorp
Jeffrey Thorp,
Managing Member
SONOMA
CAPITAL MANAGEMENT, LLC
By:
/s/ Jeffrey Thorp
Jeffrey Thorp,
Managing Member
SONOMA
CAPITAL, LLC
By:
/s/ Jeffrey Thorp
Jeffrey Thorp,
Managing Member
JEFFREY
THORP IRA, HSBC BANK USA, N.A. AS CUSTODIAN
By:
/s/ Jeffrey Thorp
Jeffrey Thorp
/s/
Jeffrey Thorp
Jeffrey Thorp