formsc13da.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)


BROOKS AUTOMATION, INC. (BRKS)
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
114340102
(CUSIP Number)
 
 
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA  98607
(360) 604-8600
 
With a copy to:
 
Henry Lesser, Esq.
DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, CA 94303
(650) 833-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
January 4, 2010
 
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box Ô.
 
 
1
 
 
1
NAME OF REPORTING PERSONS
The D3 Family 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
SOURCE OF FUNDS (See Instructions)
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
595,250 common shares (0.92%)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
595,250
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 595,250; for all reporting persons as a group, 3,810,670 shares (5.90%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
Ô
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%
  
14
TYPE OF REPORTING PERSON (See Instructions)
PN
  

 
2
 
 
1
NAME OF REPORTING PERSONS
The D3 Family Bulldog 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
SOURCE OF FUNDS (See Instructions)
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
2,395,570 common shares (3.71%)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
2,395,570
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,395,570; for all reporting persons as a group, 3,810,670 shares (5.90%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
Ô
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%
  
14
TYPE OF REPORTING PERSON
PN
  

 
3
 
 
1
NAME OF REPORTING PERSONS
The D3 Family Canadian 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
SOURCE OF FUNDS (See Instructions)
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
8
SHARED VOTING POWER
261,300 common shares (0.40%)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
261,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 261,300 shares; for all reporting persons as a group, 3,810,670 shares (5.90%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
Ô
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%
  
14
TYPE OF REPORTING PERSON
PN
  

 
4
 
 
1
NAME OF REPORTING PERSONS
The DIII Offshore Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(c)   x
(d)   o
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
558,550 common shares (0.87%)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
558,550
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 558,550; for all reporting persons as a group, 3,810,670 shares (5.90%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
Ô
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%
  
14
TYPE OF REPORTING PERSON
PN
  

 
5
 
 
1
NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)   x
(b)   o
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
3,810,670 common shares (5.90%)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,810,670
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 3,810,670; for all reporting persons as a group, 3,810,670 shares (5.90%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
Ô
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%
  
14
TYPE OF REPORTING PERSON
CO
  

 
6
 
 
1
NAME OF REPORTING PERSONS
Nierenberg Investment Management Offshore, Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)   x
(b)   o
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
558,550 common shares (0.87%)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
558,550
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 558,550; for all reporting persons as a group, 3,810,670 shares (5.90%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
Ô
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%
  
14
TYPE OF REPORTING PERSON
CO
  

 
7
 
 
1
NAME OF REPORTING PERSONS
David Nierenberg
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(c)   x
(d)   o
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS (See Instructions)
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
 
  
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
3,810,670 common shares (5.90%)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,810,670
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 3,810,670; for all reporting persons as a group, 3,810,670 shares (5.90%)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
Ô
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%
  
14
TYPE OF REPORTING PERSON
IN
  

 
8
 

This Amendment No.11 to Schedule 13D (this “Amendment”) amends the below-indicated item from the Schedule 13D previously filed by or on behalf of the undersigned parties (the “Reporting Persons”), as previously amended (the “Schedule 13D”), by supplementing such Items with the information below:


Item 5.  Interest in Securities of the Issuer

(a, b)   The Reporting Persons, in the aggregate, beneficially own 3,810,670 Shares, constituting approximately 5.90% of the outstanding Shares.
 
(c)  During the past sixty (60) days, the following sales of Shares were made by the Reporting Persons named below in open market transactions:

 
Fund
Trade Date
Shares Sold
Price
D3 Family Bulldog Fund, LP
01/04/2010
35,000
8.90
DIII Offshore Fund, LP
01/04/2010
50,000
8.90
D3 Family Canadian Fund, LP
01/05/2010
13,400
9.16
DIII Offshore Fund, LP
01/05/2010
22,000
9.16
D3 Family Bulldog Fund, LP
01/05/2010
99,600
9.16
D3 Family Canadian Fund, LP
01/06/2010
39,100
9.96
DIII Offshore Fund, LP
01/06/2010
86,400
9.96
D3 Family Fund, LP
01/06/2010
88,700
9.96
D3 Family Bulldog Fund, LP
01/06/2010
365,800
9.96

 
9
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.

   
D3 Family Fund, L.P., D3 Family Bulldog Fund, and D3 Family Canadian Fund, L.P.
       
   
By:
Nierenberg Investment Management Company, Inc.
       
   
Its: General Partner
       
January 8, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
       
   
DIII Offshore Fund, L.P.
       
   
By:
Nierenberg Investment Management Offshore, Inc.
       
   
Its: General Partner
       
January 8, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
       
   
Nierenberg Investment Management Company, Inc.
       
January 8, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
       
   
Nierenberg Investment Management Offshore, Inc.
       
January 8, 2010
  
By:
/s/ David Nierenberg
  
     
David Nierenberg, President
       
January 8, 2010
  
/s/ David Nierenberg
  
     
David Nierenberg